Citic Securities Company Limited(600030)
Verification opinions on Beijing Compass Technology Development Co.Ltd(300803) this major asset reorganization does not constitute reorganization and listing
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “independent financial consultant”) accepted the entrustment of Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as ” Beijing Compass Technology Development Co.Ltd(300803) ” or “listed company”) to act as the independent financial consultant of Beijing Compass Technology Development Co.Ltd(300803) this major asset purchase (hereinafter referred to as “this transaction”) Citic Securities Company Limited(600030) in accordance with the provisions of the measures for the administration of major asset reorganization of listed companies (hereinafter referred to as the “measures for the administration of reorganization”), we have checked whether this transaction constitutes the reorganization and listing specified in Article 13 of the measures for the administration of reorganization, and expressed the following opinions:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures: (I) The total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. “
2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
Before this transaction, the controlling shareholder of the listed company was Guangzhou Zhanxin Communication Technology Co., Ltd., 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.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Beijing Compass Technology Development Co.Ltd(300803) this major asset reorganization does not constitute reorganization and listing) sponsor of financial adviser:
Li Xiaoli, Zhou Jiacheng, Yang zhenrui
Citic Securities Company Limited(600030) mm / DD / yyyy
