Beijing Compass Technology Development Co.Ltd(300803) independent director
Independent opinions on relevant matters
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as "listed company" and "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 holds 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. As an independent director of the listed company, we have carefully reviewed the documents related to this major asset restructuring and now express the following independent opinions on matters related to this transaction:
1. This transaction constitutes a major asset reorganization of the listed company, complies with the relevant provisions of laws, regulations and normative documents such as 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 reorganization of listed companies, the Provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, and has the substantive conditions for major asset reorganization.
2. The counterparties of this transaction, Guohao law firm (Beijing) and Beijing Deheng Law Firm, the manager of Wangxin securities, have no affiliated relationship with the company, and this transaction does not constitute a connected transaction.
3. Before this transaction, the company has established a standardized corporate governance structure and independent operation management system in accordance with the provisions of relevant laws and regulations, so as to achieve business independence, asset independence, financial independence, personnel independence and institutional independence. The implementation of this transaction plan is conducive to enhancing the company's anti risk ability and sustainable operation ability, and promoting the sustainable and healthy development of the company.
4. In this transaction, Zhongbei Northking Information Technology Co.Ltd(002987) ASI Asset Appraisal Office (special general partnership) (hereinafter referred to as "Beibei ASI") issued the appraisal report on the value of all equity assets of shareholders of Wangxin Securities Co., Ltd. involved in Beijing Compass Technology Development Co.Ltd(300803) proposed investment based on December 31, 2021 Valuation report on the value of all shareholders' equity of Wangxin Securities Co., Ltd. involved in Beijing Compass Technology Development Co.Ltd(300803) proposed investment. This transaction follows the market-oriented principle, comprehensively considers the business qualification of the target company, the synergy with listed companies and other factors, and is determined through competitive selection and market-oriented negotiation. The relevant arrangements of this transaction do not damage the interests of the company and its shareholders.
5. The appraisal institution of this transaction, North Asia affairs and the audit institution, Tianzhi International Certified Public Accountants (special general partnership), is an intermediary institution in accordance with the provisions of the securities law of the people's Republic of China. In addition to normal business relations, the appraisal institution and the certified public Appraisers handling the transaction The audit institution and the certified public accountant handling the transaction have no other related relationship with the company and other transaction subjects of this transaction, and there is no realistic and expected interest relationship or conflict, so they are independent.
6. The Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft) and its abstract, and the restructuring investment agreement of Wangxin Securities Co., Ltd. signed by the company and the counterparty comply with the provisions of the civil code of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents, We agree that the company will sign the agreement with the counterparty and other relevant parties. 7. The convening, convening and voting procedures of this board meeting comply with relevant laws and regulations and the articles of Association; When the board of directors deliberated on the proposals related to this major asset reorganization, the voting procedures complied with the provisions of laws, regulations and the Beijing Compass Technology Development Co.Ltd(300803) articles of association.
8. The Beijing Compass Technology Development Co.Ltd(300803) major asset purchase report (Draft) and its summary give special tips on the risks that investors need to pay special attention to. We remind 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.
9. We agree with the company's transaction plan and agree to submit the proposals related to the transaction to the general meeting of shareholders of the company for deliberation.
It is hereby explained.
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(there is no text on this page, which is the signature page of Beijing Compass Technology Development Co.Ltd(300803) independent director's independent opinions on relevant matters) signature of independent director:
Li Wenting, Sun Wenjie, sun Manli
March 16, 2022
