Securities code: Beijing Compass Technology Development Co.Ltd(300803) securities abbreviation: Beijing Compass Technology Development Co.Ltd(300803) Announcement No.: 2022020 Beijing Compass Technology Development Co.Ltd(300803)
Risk warning announcement on major asset restructuring
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as "the company"), as the reorganization investor of Wangxin Securities Co., Ltd. (hereinafter referred to as "Wangxin securities"), intends 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% of the shares of Wangxin securities after the reorganization (hereinafter referred to as "this transaction" and "this reorganization"). This transaction constitutes a major asset restructuring of the listed company.
The company held the 25th meeting of the 12th board of directors on March 16, 2022. The meeting deliberated and adopted the proposal on Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft) and its summary, as well as the proposal related to this major asset reorganization. For details, please refer to the company's website on the same day（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
According to the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 8 - major asset restructuring, the company's transaction may be suspended or terminated, and the risk tips are as follows:
1. There is a risk that this restructuring will be suspended, suspended or cancelled due to abnormal fluctuations in the company's share price or abnormal transactions that may be suspected of insider trading. The company has formulated a strict insider registration management system. In the process of negotiating and determining the transaction, the company and the counterparty actively carry out insider information management, reduce the scope of insiders as much as possible, and reduce and avoid the dissemination of insider information. Nevertheless, due to the limited scope of inquiry and verification means, the possibility of insider trading by relevant institutions and individuals using the insider information about this transaction is not ruled out.
2. During the promotion of this transaction, the market environment may change. This transaction involves the communication between the manager of wechat securities and relevant creditors, which may have an impact on this transaction plan. Whether the above links can be successfully completed on schedule may have a significant impact on the time schedule of this transaction. In addition, during the review of this transaction, the trading parties may need to constantly adjust and improve the trading scheme according to the requirements of the regulatory authorities and their respective demands. If the trading parties cannot reach an agreement on the measures to adjust and improve the trading scheme, the trading partner and the company may choose to terminate this transaction and draw investors' attention to the risk of possible termination of this transaction.
3. If any provision of the agreement effectiveness conditions and consideration payment conditions agreed in the restructuring investment agreement signed by this transaction cannot be met, this transaction may be suspended, terminated, cancelled or subsequent steps cannot be carried out. Draw investors' attention to relevant risks.
If the transaction is suspended, suspended or cancelled for any of the above reasons or other reasons, and the company plans to restart the reorganization, the transaction pricing and other transaction conditions may change significantly compared with the reorganization plan disclosed in Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft) (hereinafter referred to as "report (draft)", Draw investors' attention to investment risks.
The company has made special tips on the risks that investors need to pay special attention to in the report (Draft). The company reminds investors to carefully read all the contents of the "major risk tips", fully understand the risk factors and corresponding investment risks disclosed by the company, and make investment decisions prudently.
It is hereby announced.
Beijing Compass Technology Development Co.Ltd(300803)
Board of directors
March 17, 2022
