Beijing Compass Technology Development Co.Ltd(300803) board of directors
Notes on the completeness and compliance of legal procedures for the purchase of major assets of the company and the effectiveness of legal documents submitted
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”). This transaction constitutes a major asset restructuring of the listed company. In accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the board of directors of the company has carefully reviewed the completeness and compliance of the legal procedures for this major asset restructuring and the effectiveness of the legal documents submitted, It is hereby explained as follows:
1、 Notes on the completeness and compliance of the company’s legal procedures for this transaction
(I) in order to implement this transaction, the company has hired audit and evaluation institutions, legal advisers and independent financial advisers with financial advisory business qualification in accordance with the securities law to provide services for this transaction;
(II) the company has taken necessary and sufficient confidentiality measures during the preliminary negotiation with the relevant parties of the transaction on this transaction, signed the confidentiality agreement with the hired intermediaries, limited the scope of knowledge of relevant sensitive information, and completed the submission and filling of the memorandum of transaction process and relevant materials of insider information in accordance with the requirements of Shenzhen Stock Exchange;
(III) the board of directors of the company has prepared this major asset purchase report and other documents to be submitted in accordance with the requirements of relevant laws, regulations and normative documents.
(IV) on March 16, 2022, the 25th meeting of the 12th board of directors of the company considered the relevant proposals of this major asset restructuring and made a timely announcement.
(V) on March 16, 2022, the 15th meeting of the 13th board of supervisors of the company considered the relevant proposals of this major asset restructuring and made a timely announcement.
(VI) the approval procedures to be performed for this transaction are as follows:
1. The transaction was deliberated and approved by the general meeting of shareholders of the company;
2. The second creditors’ meeting of wechat securities completed the voting on the draft reorganization plan, which involves the adjustment of the rights and interests of the original investors of wechat securities, which shall be voted by the investors group;
3. The CSRC approves the qualification of the controlling shareholder of the company’s securities company; Approve the qualification of the actual controller of the securities company of Huang Shaoxiong and Xu Bing, the actual controllers of the company; Approve the adjustment of equity structure of wechat securities and the change of shareholders holding more than 5% equity;
4. Shenyang intermediate people’s Court of Liaoning Province ruled to approve the reorganization plan of Wangxin securities.
In conclusion, the company has performed the necessary legal procedures for matters related to this transaction in accordance with relevant laws, regulations, normative documents and the articles of association, which are complete, legal and effective.
2、 Notes on the validity of the legal documents submitted by the company for this transaction
In accordance with the provisions of laws, regulations and normative legal documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, the board of directors and all directors of the company have made the following statements and guarantees for the relevant legal documents to be submitted for this major asset restructuring:
The legal documents submitted by the listed company for this major asset reorganization do not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy, integrity and effectiveness of the legal documents submitted.
To sum up, the board of directors of the company believes that the current legal procedures have been performed in this major asset reorganization, and will urge the company to fully perform other relevant legal procedures in the future, so as to make the company’s major asset reorganization comply with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of Association; The legal documents submitted by the company to Shenzhen Stock Exchange are legal and valid.
It is hereby explained.
Beijing Compass Technology Development Co.Ltd(300803) board of directors
March 17, 2022
