Stock abbreviation: Beijing Compass Technology Development Co.Ltd(300803) Stock Code: Beijing Compass Technology Development Co.Ltd(300803) stock listing place: Shenzhen Stock Exchange Beijing Compass Technology Development Co.Ltd(300803)
Major asset purchase report
(Draft)
Name of counterparty
Manager of Wangxin Securities Co., Ltd., the counterparty who pays cash
Independent financial advisor
March, 2002
Statement of listed company
The listed company and all directors, supervisors and senior managers guarantee that the contents of this report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions of the contents of this transaction document.
The controlling shareholders, actual controllers and all directors, supervisors and senior managers of the listed company promise that if the information provided or disclosed in this reorganization is suspected of false records, misleading statements or major omissions, and is filed for investigation by the judicial organ or the China Securities Regulatory Commission, before forming the investigation conclusion, Suspend the transfer of shares with interests in the listed company, and submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors of the listed company shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the listed company; If it fails to submit the lock-in application within two trading days, it agrees to authorize the board of directors of the listed company to directly submit the identity information and account information to the stock exchange and the registration and settlement company and apply for lock-in after verification; If the board of directors of the listed company fails to submit the identity information and account information to the stock exchange and the registration and settlement company, it agrees to authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If it is found that there are violations of laws and regulations in the investigation conclusion, promise to voluntarily lock up shares for compensation arrangements for relevant investors.
The person in charge of the listed company, the person in charge of accounting and the person in charge of the accounting institution shall ensure that the financial and accounting materials in this report and its abstract are true, accurate and complete.
The effectiveness and completion of this transaction still need to be approved, approved or recognized by the relevant examination and approval authority (if any). Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it has made a substantive judgment or guarantee on the value of the company's shares or the income of investors.
After the completion of this transaction, the listed company shall be responsible for the changes in the operation and income of the listed company; The investor shall be responsible for the investment risk caused by this transaction. When evaluating the transaction of the listed company, in addition to the contents of this report and the relevant documents disclosed at the same time with this report, investors should also seriously consider the risk factors disclosed in this report.
If investors have any questions about this report, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
The manager of Wangxin Securities Co., Ltd. makes the following confirmation and commitment:
1. The information involved in the explanation and commitment issued by the manager for this transaction is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The information provided by the manager to the intermediaries providing professional services such as audit, evaluation, legal and financial consulting for this transaction is true, accurate and complete original written information or duplicate information; The signatures and seals of all documents issued by the manager are true, and the legal procedures required for such signature and seal have been performed and legally authorized; There are no false records, misleading statements or major omissions. 3. The manager guarantees that during this transaction, it will timely provide information about this transaction in accordance with relevant laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, ensure the authenticity, accuracy and integrity of such information, and ensure that there are no false records, misleading statements or major omissions.
4. In case of violation of the above commitments, the manager will bear corresponding legal liabilities.
Statement of securities service agency
The securities service institutions and personnel of this transaction promise that the contents of the application documents issued for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and integrity. If the application documents issued for this transaction contain false records, misleading statements or major omissions, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation.
Tips on major issues
1、 This transaction plan
Due to the significant operational risks caused by the bond trading business, wechat securities is seriously insolvent and unable to pay off the due debts. On July 16, 2021, Shenyang intermediate people's court ruled to accept the bankruptcy reorganization case of wechat securities, and appointed Guohao law firm and Deheng Law firm to jointly act as the manager of wechat securities on July 28, 2021. In September 2021, the listed company signed up to participate in the recruitment and selection of investors for bankruptcy reorganization of wechat Securities Co., Ltd., and completed the submission of application materials, payment of interest money, investment plan and investment plan to the manager of wechat securities in accordance with the announcement of the manager of wechat Securities Co., Ltd. on public recruitment and selection of reorganization investors and other relevant requirements Pay investment deposit and other work. Through the market-oriented selection process, the listed company was identified as the reorganization investor on February 10, 2022.
After fully listening to the opinions of all parties, the manager of Wangxin securities formulated the draft reorganization plan. According to the draft reorganization plan, the rights and interests of joint venture group, Shengjing financial holding and Hengxin leasing as the investors of the original shareholders of wechat securities in wechat securities will be adjusted to zero, and the reorganization investors will invest RMB 1.5 billion in the debt repayment of wechat securities and obtain 100% equity of wechat securities after reorganization. As of the date of issuance of this report, the above-mentioned draft reorganization plan still needs to be voted by the creditors' meeting and approved by the ruling of Shenyang intermediate people's court. After the implementation of the reorganization plan of wechat securities, the listed company will hold 100% equity of the restructured wechat securities. 2、 Nature of this transaction (I) this transaction constitutes a major asset reorganization
According to the audit report of the target company, the proportion of the audited total assets, net assets and operating income of the target company at the end of the latest year to the relevant indicators of the audited consolidated financial statements of the listed company in the latest fiscal year is as follows:
Unit: 10000 yuan
Proportion of financial indicators in the transaction consideration value of the target company of the project listed company
Total assets 204558848675756150 Ping An Bank Co.Ltd(000001) 5000000 73.33%
Net assets 12820802 -41326284150 Ping An Bank Co.Ltd(000001) 5000000 117.00%
Operating income 9324210462522 - 462522 4.96%
According to the relevant provisions of the reorganization management measures, this transaction constitutes a major asset reorganization of the listed company.
(II) this transaction does not constitute reorganization and listing
Before this transaction, the controlling shareholder of the listed company was Guangzhou Zhanxin, and the actual controllers of the listed company were Huang Shaoxiong and Xu Bing. The control right of the listed company has not changed in the last 36 months; This transaction does not involve the issuance of shares, and the controlling shareholders and actual controllers of the listed 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. (III) this transaction does not constitute a connected transaction
The counterparty of this transaction is the manager of wechat securities, which is not an affiliated party of the listed company. Therefore, this transaction does not constitute a connected transaction. 3、 Payment method of this transaction
The listed company has paid 300 million yuan of investment deposit to the manager in the early stage. According to the restructuring investment agreement signed between the listed company and the counterparty, the listed company shall pay a one-time investment of RMB 1.5 billion to the manager's account (including the investment deposit of RMB 300 million paid by the company to the manager's account) within 3 working days from the date when the self weight consolidation plan is ruled and approved by Shenyang intermediate people's court.
The manager shall pay the distribution to the creditors according to the progress of the transfer of the equity of the subject company to the name of the listed company. After the equity transfer of the target company is completed (subject to the registration of the listed company in the administrative department for Industry and commerce as the shareholder of 100% of the target company, and the target company obtaining the renewed business license), the manager shall pay to the creditor.
This transaction of the listed company does not involve the issuance of shares or the raising of supporting funds. 4、 Valuation and pricing of transaction object
According to the information provided by the manager of wechat securities, as of July 16, 2021 (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 listed companies, resource complementarity and other factors.
According to the appraisal report (Beifang Yashi pingbao Zi [2022] No. 01-122) on all shareholders' rights and interests of Wangxin securities issued by Beifang Yashi with December 31, 2021 as the appraisal base date, the appraisal value of 100% equity of the subject company is 678923700 yuan.
As the target company has been in abnormal operation in recent years, the historical financial data cannot reflect the real value of the target company, and the listed company will become the controlling shareholder of the target company after this transaction. After comprehensively considering the business coordination, customer transformation, business reconstruction and other factors between the listed company and the target company, according to the valuation report on all shareholders' equity of Wangxin securities issued by North Asia Affairs (North Asia affairs consultative report Zi [2022] No. 01-030) with December 31, 2021 as the valuation base date, the valuation of 100% equity of the target company is 1823304500 yuan. 5、 The impact of this transaction on listed companies (I) the impact of this transaction on the equity structure of listed companies
This transaction does not involve the issue of shares and has no impact on the equity structure of the listed company. (II) the impact of this transaction on the financial status and profitability of the listed company
According to the examination report for reference issued by Grant Thornton, the changes in the main financial indicators of the listed company before and after the completion of this transaction are as follows:
Unit: 10000 yuan
As of December 31, 2021
Project / 2021
Before and after trading
(for reference)
Total assets 2045588426583501
Total liabilities 763508213758449
Owner's equity 1282080212825052
Operating income 93242109737251
Operating cost 11089481134376
Total profit 18967491354161
Net profit 17619671218629
Net profit attributable to owners of the parent company 17619671218629
Asset liability ratio
