Securities code: Beijing Compass Technology Development Co.Ltd(300803) securities abbreviation: Beijing Compass Technology Development Co.Ltd(300803) Announcement No.: 2022019
Beijing Compass Technology Development Co.Ltd(300803)
Announcement of resolutions of the 15th meeting of the 13th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as “the company”) sent the notice of the 15th meeting of the 13th board of supervisors by email on March 13, 2022.
2. The board of supervisors was held in the company’s conference room on March 16, 2022.
3. The board of supervisors is presided over by Ms. Shui Ling, chairman of the board of supervisors. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting.
4. The convening and holding of the meeting of the board of supervisors comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
The meeting voted by open ballot and considered and adopted the following matters:
(I) deliberated and passed the proposal on the company’s major asset restructuring plan;
The board of supervisors of the company deliberated and voted on the contents of this proposal item by item, and the specific contents are as follows:
1. Mode of this major asset restructuring
As the reorganization investor of Wangxin Securities Co., Ltd. (hereinafter referred to as “Wangxin securities” and “target company”), the company plans to pay RMB 1.5 billion in cash to the manager of Wangxin securities to pay off the debts of Wangxin securities, and hold 100% equity of Wangxin securities after the completion of reorganization (hereinafter referred to as “this transaction”). This transaction constitutes a major asset restructuring of the listed company.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
2. Subject matter of transaction
The transaction object of this transaction is 100% equity of nethat securities after reorganization.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
3. Counterparty
According to the decision ([2021] Liao 01 Po No. 16-1) made by Shenyang intermediate people’s Court of Liaoning Province (hereinafter referred to as “Shenyang intermediate people’s court”) on July 28, 2021, Shenyang intermediate people’s court appointed Guohao law firm (Beijing) and Beijing Deheng Law firm to jointly act as the manager of wechat securities and perform their duties in accordance with the enterprise bankruptcy law. After accepting the appointment, the manager of wechat securities will take over wechat securities and carry out audit and evaluation, creditor’s rights declaration and review, public recruitment and reorganization of investors, organization and convening of creditor’s meetings and other work on wechat securities according to law.
The counterparty of this transaction is the WebTrust securities manager jointly served by Guohao law firm (Beijing) and Beijing Deheng Law Firm (hereinafter referred to as the “manager”).
Voting result: 3 affirmative votes; No negative votes; 0 abstention
4. Evaluation and pricing of transactions
According to the information provided by the manager of wechat securities, as of July 16, 2021 (the date when Shenyang intermediate people’s court ruled to accept the bankruptcy and reorganization of wechat securities, hereinafter referred to as the “reorganization acceptance date”), the total assets of wechat securities were 898 million yuan, and the liquidation value of all assets of wechat securities was 304 million yuan based on the reorganization acceptance date. Through the competitive selection of restructuring investors, market-oriented negotiation and other links, it is determined that the price of this transaction is 1.5 billion yuan. The above pricing comprehensively considers the business conditions of the target company, business collaboration with the company, resource complementarity and other factors.
According to the appraisal report (Bei Ya Shi Ping Bao Zi [2022] No. 01-122) issued by Bei Northking Information Technology Co.Ltd(002987) ASI Asset Appraisal Office (special general partnership) (hereinafter referred to as “Bei Ya Shi”) on all shareholders’ equity of wechat securities on December 31, 2021 as the appraisal base date, the appraisal value of 100% equity of wechat securities is 678923700 yuan.
Due to the abnormal operation of Wangxin securities in recent years, the historical financial data can not reflect its real value, and the company will become the controlling shareholder of Wangxin securities after this transaction. After comprehensively considering the business coordination, customer transformation, business reconstruction and other factors between the company and Wangxin securities, according to the valuation report on all shareholders’ equity of Wangxin securities issued by North Asia affairs on December 31, 2021 (North Asia affairs consultative report Zi [2022] No. 01-030), the valuation of 100% equity of Wangxin securities is 1823304500 yuan.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
5. Payment method and time arrangement of transaction
In the early stage, the company has paid the performance guarantee of RMB 300 million to the manager. According to the restructuring investment agreement of Wangxin Securities Co., Ltd. (hereinafter referred to as the “restructuring investment agreement”) signed between the company and the counterparty, within 3 working days from the date when the restructuring plan is ruled and approved by Shenyang intermediate people’s court, The company shall make a one-time payment of 1.5 billion yuan to the manager’s account (including the performance guarantee of 300 million yuan paid by the company to the manager’s account); The manager shall pay the distribution to the creditors of wechat securities who have confirmed the creditor’s rights by the court according to the progress of the transfer of the equity of the subject company to the name of the company. After the equity transfer of the subject company is completed (subject to the registration of the company with the administrative department for Industry and commerce as the shareholder of 100% of the subject company, and the subject company obtaining the renewed business license), the manager shall pay to the creditor of wechat securities who has confirmed the creditor’s rights by the court.
This transaction does not involve the issuance of shares or the raising of supporting funds.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
6. Transfer of ownership of the subject matter of the transaction and liability for breach of contract
According to the provisions of the restructuring investment agreement, after the restructuring investment agreement comes into force and the company pays 1.5 billion yuan of investment funds, the company has the ownership of Wangxin securities and the control and management rights of Wangxin securities, enjoys all the shareholders’ rights of the underlying assets and undertakes corresponding obligations and responsibilities. The restructuring investment agreement stipulates the liability for breach of contract of the counterparty involved in this transaction. If the counterparty violates the agreement of the restructuring investment agreement, it shall bear the liability for breach of contract, including continuing to perform its obligations and taking remedial measures.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
7. Profit and loss in transition period
According to the restructuring investment agreement signed between the company and the counterparty, the profit and loss in the transition period shall be borne by the company. Voting result: 3 affirmative votes; No negative vote; 0 abstention
8. Validity of the resolution
The validity period of the company’s resolution on this major asset reorganization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. If the implementation of this major asset reorganization is not completed within the above validity period, the validity period of the resolution shall be automatically extended to the date of completion of implementation.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the company meeting the conditions for major asset restructuring of listed companies;
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies According to the relevant provisions of relevant laws and regulations and normative documents, the company is considered to meet the conditions of major asset reorganization after careful self-examination and demonstration of the actual situation and relevant matters of the company in comparison with the conditions of major asset reorganization of listed companies.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(III) deliberated and passed the proposal on the compliance of this major asset reorganization with the provisions of Article 4 of the provisions on regulating the major asset reorganization of listed companies;
The board of supervisors of the company agrees that this major asset reorganization complies with Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The disclosure of the statement on the compliance of the company’s major asset restructuring with the relevant provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing;
The company hired North Asia to issue the appraisal report and valuation report for this transaction. The board of supervisors of the company agrees that the evaluation institution selected and employed by the exchange is independent, the assumptions of evaluation and valuation are reasonable, the evaluation and valuation methods are relevant to the purpose of evaluation and valuation, the conclusions of the evaluation report and valuation report issued are reasonable and the pricing is fair.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The disclosure of the statement on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing.
The independent directors expressed their consent to the matter. See the company’s website on the same day for details（ http://www.cn.info.com.cn. ）The independent director’s statement on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing disclosed. Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal that this major asset reorganization of the company does not constitute related party transactions;
The counterparty is the manager of wechat securities, which is not an affiliated party of the company and has no affiliated relationship with the company. Therefore, this transaction does not constitute a related party transaction.
The independent directors expressed their consent to the matter. See the company’s website on the same day for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters disclosed.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on signing the conditional effective reorganization investment agreement between the company and the counterparty;
The board of supervisors of the company agrees that the company and the counterparty sign the restructuring investment agreement with conditional effect.
The independent directors expressed their consent to the matter. See the company’s website on the same day for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters disclosed.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on Approving the audit report, evaluation report and reference review report related to this major asset reorganization;
Tianzhi International Certified Public Accountants (special general partnership) issued the audit report (Tian Zhi Ye Zi [2022] No. 7484) and the audit report for reference (Tian Zhi Ye Zi [2022] No. 9525) for this major asset restructuring; Grant Thornton Certified Public Accountants (special general partnership) issued the review report of pro forma consolidated financial statements for this major asset restructuring (Grant Thornton Shen Zi (2022) No. 110a001907); North Asia Affairs issued the asset appraisal report (North Asia affairs appraisal report Zi [2022] No. 01-122) and valuation report (North Asia Affairs Consultation Report Zi [2022] No. 01-030) for this major asset restructuring.
The board of supervisors of the company agrees to approve the aforesaid audit report, reference review report, asset evaluation report and valuation report. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant reports disclosed.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberation and approval of the proposal on Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft) and its summary;
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of reorganization, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, the company has prepared the Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft) and its summary for this transaction.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Relevant reports disclosed.
The independent directors expressed their consent to the matter. See the company’s website on the same day for details（ http://www.cn.info.com.cn. ）Independent opinions of independent directors on relevant matters disclosed.
Voting result: 3 affirmative votes; No negative vote; 0 abstention
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IX) deliberated and passed the proposal that this major asset reorganization does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies;
Before this transaction, the controlling shareholder of the company was Guangzhou Zhanxin Communication Technology Co., Ltd., and the actual controllers of the company were Huang Shaoxiong and Xu Bing. The company’s control has not changed in the last 36 months; This transaction does not involve the issuance of shares, and the controlling shareholder and actual controller of the company have not changed before and after this transaction. Therefore, this transaction does not constitute the reorganization and listing situation specified in Article 13 of the reorganization management measures.
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