Beijing Compass Technology Development Co.Ltd(300803) board of directors
Explanation on diluted immediate return and filling measures of this major asset restructuring
Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as "the company") as the reorganization investor of wechat Securities Co., Ltd. (hereinafter referred to as "wechat securities" and "target company"), intends to pay RMB 1.5 billion in cash to the manager of wechat securities to pay off the debts of wechat securities, and holds 100% equity of wechat securities after the completion of reorganization (hereinafter referred to as "this transaction"). This transaction constitutes a major asset restructuring of the listed company. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The requirements of laws, regulations and normative documents such as the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) in order to protect the interests of small and medium-sized investors, The board of directors explained the dilution of the company's immediate return and the filling measures for this major restructuring as follows:
1、 Impact of this transaction on the company's immediate return
According to the audited financial report of the company and the review report of Beijing Compass Technology Development Co.Ltd(300803) 2002 pro forma consolidated financial statements (ztsz (2022) No. 110a001907) (hereinafter referred to as the "pro forma review report") reviewed and issued by Grant Thornton Certified Public Accountants (special general partnership) (hereinafter referred to as "Grant Thornton"), The main financial indicators of the company before and after the completion of this restructuring are as follows: unit: 10000 yuan
Year 2021
After project transaction
Before transaction (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 37.32% 37.84%
Year 2021
After project transaction
Before transaction (for reference)
Profit margin 20.34% 13.91%
Gross profit margin 88.11% 88.35%
Net interest rate 18.90% 12.52%
Basic earnings per share (yuan) 0.44 0.30
Note: 1. Pre transaction asset liability ratio = Total Liabilities / total assets;
2. Post transaction (pro forma) asset liability ratio = (total liabilities - funds for buying and selling securities - funds for underwriting securities) / (total assets - funds for buying and selling securities - funds for underwriting securities);
3. Profit margin = total profit / operating income;
4. The gross profit margin shall be subject to the statistical caliber of the financial statement format of non-financial enterprises.
After the completion of this transaction, the company's basic earnings per share in 2021 will drop from 0.44 yuan / share to 0.30 yuan / share, and the company's earnings per share in 2021 is expected to decline. It is mainly caused by the loss of the target company in 2021. With the gradual recovery of the business of the target company after the completion of this transaction and the gradual release of synergy with the company, it is expected that the profitability will be improved.
2、 Risk tips on diluting the immediate return of this restructuring
According to the reference review report reviewed and issued by Grant Thornton, the company's basic earnings per share in 2021 will drop from 0.44 yuan / share to 0.30 yuan / share. In the short term, the company has the risk of diluting the immediate return index, which is mainly caused by the loss of the target company.
In order to protect the interests of investors, prevent the risk of dilution of immediate return and improve the ability of return to the shareholders of the company, the company will deeply implement the business development strategy, strive to improve the profitability of the company and make up for the possible dilution of immediate return; By giving full play to the advantages of unified management, further improve the fine management level of the target company, efficiently complete the business plan of the target company, and continuously improve the business efficiency of the target company; Further improve the corporate governance structure and safeguard the interests of all shareholders of the company. The company will strictly implement the dividend policy in accordance with the relevant regulatory requirements and the provisions of the articles of association to improve the return level of the company's shareholders.
3、 Necessity and rationality for the board of directors to choose this reorganization
1. Further improve the business layout and enhance the core competitiveness of listed companies
As one of the experienced providers in China's financial information service industry, the company provides investors with timely and professional financial data analysis and securities investment consulting services through securities tool software. After the integration of Wangxin securities, the company's product R & D capability is expected to be further strengthened. Relying on the company's deep technical background and strong software technology advantages, Wangxin securities is also expected to further expand Internet brokerage business, asset management business and comprehensive wealth management business, give full play to business synergy and continuously improve business layout.
After the completion of this transaction, the company will continue to give full play to its customer resources, traffic entrance advantages and marketing advantages accumulated in the field of financial information services, accurately grasp customer needs, subdivide categories, provide diversified service modes, achieve scale breakthroughs and form a snowball effect.
2. Acquire high-quality assets and resolve financial risks
The main business of Wangxin securities is securities brokerage business. The debt to be resolved in this bankruptcy reorganization involves a number of financial institutions. As a reorganization investor, the company's participation in the bankruptcy reorganization of wechat securities will help wechat securities resolve its own debt problems; While repaying debts and protecting the interests of creditors, the company can also take advantage of its own advantages to help Wangxin securities get back on track, so as to minimize the social impact of the bankruptcy and reorganization of Wangxin securities and retain high-quality assets as much as possible. After the completion of this transaction, the listed company will actively help improve the corporate governance structure of Wangxin securities, standardize the company's operation, provide strong support for its great leap forward development, and help Wangxin securities better serve the Liaoning Shenyang economy and the national Northeast Revitalization Strategy.
4、 Measures taken by the company to fill the immediate return
(I) accelerate the integration between the company and the target company and improve profitability
After years of development, the company has accumulated customer resources, traffic entrance advantages and marketing advantages in the field of financial information services. Relying on its own advantages, the company has actively expanded its advertising service business and insurance brokerage business, enriched its business structure, effectively increased its revenue scale and enhanced its sustainable profitability. After the completion of this transaction, the company will further expand its business layout in the field of securities services, strengthen integration, further accelerate the development of customer resources and improve the company's operating ability.
(II) continuously improve the corporate governance mechanism and provide institutional guarantee for the development of the company
The company will continue to strictly abide by the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, strengthen internal control, ensure that directors perform their duties in accordance with laws and regulations, and the board of directors makes fair, scientific and efficient decisions, especially give full play to the role of independent directors in standardizing the operation of the company Safeguard the legitimate rights and interests of minority shareholders and improve the scientific decision-making of the company, ensure that all shareholders, especially minority shareholders, enjoy equal rights stipulated in laws, administrative regulations and the articles of association, and effectively protect the rights of shareholders.
(III) further strengthen operation management and internal control to improve the operation efficiency of the company
The company will further strengthen internal control, improve and strengthen investment decision-making procedures, make rational use of various financing tools and channels, control capital costs, improve capital use efficiency, save various expenses of the company and comprehensively and effectively control the operation and capital control risks of the company on the premise of meeting the working capital needs of the rapid development of the company's business.
(IV) strictly implement the cash dividend policy and strengthen the return mechanism for investors
In accordance with the provisions of the articles of association, the company will continue to implement a sustainable, stable and positive profit distribution policy, and in combination with the actual situation of the company, widely listen to the opinions and suggestions of investors, especially independent directors and minority shareholders, strengthen the return to investors, improve the profit distribution policy, increase the transparency of the implementation of the distribution policy and safeguard the interests of all shareholders.
5、 The directors and senior managers of the company have made a commitment that the company's measures to fill the diluted immediate return can be effectively fulfilled
The controlling shareholders, actual controllers, directors and senior managers of the company have made corresponding commitments in accordance with the requirements of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC.
(I) the commitments of the directors and senior managers of the company on the dilutive immediate return filling measures for this restructuring are as follows:
"1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the listed company in other ways.
2. I promise to restrict my job consumption behavior.
3. I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to the performance of my duties. 4. From the date of issuance of this commitment to the completion of this transaction, when the securities regulatory authorities such as CSRC and Shenzhen stock exchange make clear provisions on the measures and commitments for filling returns, and the above commitments cannot meet the provisions of the securities regulatory authorities such as CSRC and Shenzhen Stock Exchange, It is promised that supplementary commitments will be issued in accordance with the latest provisions of securities regulatory authorities such as the China Securities Regulatory Commission and Shenzhen Stock Exchange.
5. I promise to earnestly fulfill the relevant measures for compensation and return formulated by the listed company and any commitments I make about the measures for compensation and return. If I violate the above commitments and cause losses to the listed company or shareholders, I will bear the liability for compensation according to law. "
(II) the commitment of the controlling shareholder of the company that the measures to fill the return can be effectively implemented
In order to ensure that the company's measures to fill the diluted immediate return can be effectively implemented, Guangzhou Zhanxin Communication Technology Co., Ltd., the controlling shareholder of the company, made the following commitments:
"1. Do not interfere with the operation and management activities of listed companies beyond their authority, and do not encroach on the interests of the company.
2. In case of violation of the above instructions or refusal to perform the above instructions, the company agrees to impose relevant penalties or take relevant management measures on the company in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as China Securities Regulatory Commission and Shenzhen Stock Exchange. "
(III) the commitment of the actual controller of the company that the filling return measures can be effectively implemented
In order to ensure that the company's measures to fill the diluted immediate return can be effectively implemented, the actual controllers of the company, Huang Shaoxiong and Xu Bing, made the following commitments:
"1. Do not interfere with the operation and management activities of listed companies beyond their authority, and do not encroach on the interests of listed companies.
2. From the date of issuance of this commitment to the completion of this transaction, when the securities regulatory authorities such as CSRC and Shenzhen stock exchange make clear provisions on the measures and commitments for filling returns, and the above commitments cannot meet the provisions of the securities regulatory authorities such as CSRC and Shenzhen Stock Exchange, It is promised that supplementary commitments will be issued in accordance with the latest provisions of securities regulatory authorities such as the China Securities Regulatory Commission and Shenzhen Stock Exchange.
3. Violate
