Citic Securities Company Limited(600030)
about
Beijing Compass Technology Development Co.Ltd(300803)
Purchase of major assets
of
Independent financial advisor Report
Independent financial advisor
March, 2002
Statements and commitments
Citic Securities Company Limited(600030) accepted the entrustment to act as an independent financial consultant for Beijing Compass Technology Development Co.Ltd(300803) major asset purchase, and issued Citic Securities Company Limited(600030) independent financial consultant report on Beijing Compass Technology Development Co.Ltd(300803) major asset purchase.
The independent financial advisory report is in accordance with 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, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 - Major asset restructuring of listed companies, and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies The relevant provisions and requirements of laws, regulations and documents, in accordance with the business standards and ethics recognized by the industry, in line with the principle of good faith and diligence, are issued after due diligence and careful verification of the report on this major asset restructuring for the reference of the CSRC, Shenzhen Stock Exchange and relevant parties. 1、 Statement of independent financial adviser
(I) the documents and materials on which the independent financial adviser's report is based are provided by the parties to the transaction. The provider is responsible for the authenticity, accuracy and completeness of the documents and materials provided, and guarantees that there are no false records, misleading statements or major omissions in such information. The financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial advisor's report is based on the fact that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements.
(III) this independent financial advisor's report does not constitute any investment suggestions or opinions to the listed company, and the financial advisor will not bear any responsibility for the risks that may arise from any investment decisions made by investors according to this financial advisor's report.
(IV) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor's report and make any explanation or explanation to the financial advisor's report.
(V) the independent financial adviser specially invites investors to carefully read the relevant announcements disclosed on this transaction and consult the relevant documents. 2、 Commitment of independent financial advisor
(I) the independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty.
(II) the independent financial adviser has fully checked the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements.
(III) the independent financial adviser has sufficient reasons to believe that the major asset restructuring plan complies with laws, regulations and relevant provisions of CSRC and Shenzhen Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
(IV) the financial advice of the independent financial advisor on this transaction has been submitted to the financial advisor's core organization for review, and the core organization agrees to issue this professional opinion.
(V) during the period from the contact with the listed company to the issuance of the independent financial consultant's opinions, the independent financial consultant has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
Tips on major issues
1、 This transaction plan
Due to the significant operational risks caused by the bond trading business, wechat securities is seriously insolvent and unable to pay off the due debts. On July 16, 2021, Shenyang intermediate people's court ruled to accept the bankruptcy reorganization case of wechat securities, and appointed Guohao law firm and Deheng Law firm to jointly act as the manager of wechat securities on July 28, 2021. In September 2021, the listed company signed up to participate in the recruitment and selection of investors for bankruptcy reorganization of wechat Securities Co., Ltd., and completed the submission of application materials, payment of interest money, investment plan and investment plan to the manager of wechat securities in accordance with the announcement of the manager of wechat Securities Co., Ltd. on public recruitment and selection of reorganization investors and other relevant requirements Pay investment deposit and other work. Through the market-oriented selection process, the listed company was identified as the reorganization investor on February 10, 2022.
After fully listening to the opinions of all parties, the manager of Wangxin securities formulated the draft reorganization plan. According to the draft reorganization plan, the rights and interests of joint venture group, Shengjing financial holding and Hengxin leasing as the investors of the original shareholders of wechat securities in wechat securities will be adjusted to zero, and the reorganization investors will invest RMB 1.5 billion in the debt repayment of wechat securities and obtain 100% equity of wechat securities after reorganization. As of the date of issuance of this report, the above-mentioned draft reorganization plan still needs to be voted by the creditors' meeting and approved by the ruling of Shenyang intermediate people's court. After the implementation of the reorganization plan of wechat securities, the listed company will hold 100% equity of the restructured wechat securities. 2、 Nature of this transaction (I) this transaction constitutes a major asset reorganization
According to the audit report of the target company, the proportion of the audited total assets, net assets and operating income of the target company at the end of the latest year to the relevant indicators of the audited consolidated financial statements of the listed company in the latest fiscal year is as follows:
Unit: 10000 yuan
Proportion of financial indicators in the transaction consideration value of the target company of the project listed company
Total assets 204558848675756150 Ping An Bank Co.Ltd(000001) 5000000 73.33%
Net assets 12820802 -41326284150 Ping An Bank Co.Ltd(000001) 5000000 117.00%
Operating income 9324210462522 - 462522 4.96%
According to the relevant provisions of the reorganization management measures, this transaction constitutes a major asset reorganization of the listed company. (II) this transaction does not constitute reorganization and listing
Before this transaction, the controlling shareholder of the listed company was Guangzhou Zhanxin, 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.
(III) this transaction does not constitute a connected transaction
The counterparty of this transaction is the manager of wechat securities, which is not an affiliated party of the listed company. Therefore, this transaction does not constitute a connected transaction. 3、 Payment method of this transaction
The listed company has paid 300 million yuan of investment deposit to the manager in the early stage. According to the restructuring investment agreement signed between the listed company and the counterparty, the listed company shall pay a one-time investment of RMB 1.5 billion to the manager's account (including the investment deposit of RMB 300 million paid by the company to the manager's account) within 3 working days from the date when the self weight consolidation plan is ruled and approved by Shenyang intermediate people's court.
The manager shall pay the distribution to the creditors according to the progress of the transfer of the equity of the subject company to the name of the listed company. After the equity transfer of the target company is completed (subject to the registration of the listed company in the administrative department for Industry and commerce as the shareholder of 100% of the target company, and the target company obtaining the renewed business license), the manager shall pay to the creditor.
This transaction of the listed company does not involve the issuance of shares or the raising of supporting funds. 4、 Valuation and pricing of transaction object
According to the information provided by the manager of wechat securities, as of July 16, 2021 (reorganization acceptance date), the total assets of wechat securities were 898 million yuan, and the liquidation value of all assets of wechat securities was 304 million yuan based on the reorganization acceptance date. Through the competitive selection of restructuring investors, market-oriented negotiation and other links, it is determined that the price of this transaction is 1.5 billion yuan. The above pricing comprehensively considers the business conditions of the target company, business collaboration with listed companies, resource complementarity and other factors.
According to the appraisal report (Beifang Yashi pingbao Zi [2022] No. 01-122) on all shareholders' rights and interests of Wangxin securities issued by Beifang Yashi with December 31, 2021 as the appraisal base date, the appraisal value of 100% equity of the subject company is 678923700 yuan.
As the target company has been in abnormal operation in recent years, the historical financial data cannot reflect the real value of the target company, and the listed company will become the controlling shareholder of the target company after this transaction. After comprehensively considering the business coordination, customer transformation, business reconstruction and other factors between the listed company and the target company, according to the valuation report on all shareholders' equity of Wangxin securities issued by North Asia Affairs (North Asia affairs consultative report Zi [2022] No. 01-030) with December 31, 2021 as the valuation base date, the valuation of 100% equity of the target company is 1823304500 yuan. 5、 The impact of this transaction on listed companies (I) the impact of this transaction on the equity structure of listed companies
This transaction does not involve the issue of shares and has no impact on the equity structure of the listed company. (II) the impact of this transaction on the financial status and profitability of the listed company
According to the examination report for reference issued by Grant Thornton, the changes in the main financial indicators of the listed company before and after the completion of this transaction are as follows:
Unit: 10000 yuan
As of December 31, 2021
Project / 2021
Before and after trading
(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%
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.
This transaction
