Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2021-106 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Announcement on the resolution of the 26th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 26th meeting of the 5th board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as the “meeting”) ）The notice of the meeting shall be sent by telephone, e-mail, etc. the meeting shall be held at 10:00 a.m. on December 22, 2021 in the conference room on the seventh floor of the company’s office building in a combination of on-site and communication. The meeting shall be attended by 7 directors, 2 directors present on site and 5 voting by communication, The meeting was convened in accordance with the company law of the people’s Republic of China, the articles of association and relevant laws and regulations. The meeting was convened and presided over by Mr. Zhao Feng, chairman of the board. At this meeting, the following resolutions were formed by a combination of open voting and communication voting:
1、 The proposal on controlling shareholder’s indirect shareholder’s equity transfer constituting management buyout was reviewed and passed, and it was agreed to submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation;
Shenzhen chuangjiang Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen chuangjiang”) and Shenzhen Fengqi Holding Group Co., Ltd. (hereinafter referred to as “Fengqi holding”) signed the equity transfer agreement on Qingdao chuangjiang Investment Management Co., Ltd , Shenzhen chuangjiang plans to transfer 100% equity of Qingdao chuangjiang Investment Management Co., Ltd. (hereinafter referred to as “chuangjiang investment”) to Fengqi holdings.
Qingdao chuangjiang, the controlling shareholder of the company, is the holding subsidiary of chuangjiang investment. The above equity transfer will change the actual controller of the company to Mr. Zhao Feng, the actual controller of Fengqi holdings. Since Mr. Zhao Feng is currently the chairman of the company, the above equity transfer constitutes a management buyout in accordance with the measures for the administration of the acquisition of listed companies.
Voting results: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
2、 The Convention on
<董事会关于管理层收购事宜致全体股东的报告书>
Proposal of the; For details, please refer to the company’s publication on cninfo.com on December 23, 2021（ http://www.cn.info.com..cn. ）Report of the board of directors to all shareholders on management buyout. Voting results: 7 in favor, 0 against and 0 abstention.
3、 The proposal on the by election of non independent directors of the Fifth Board of directors was reviewed and passed, and it was agreed to submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation;
As the non independent directors of the company, Mr. Zou Fangkai and Mr. Cui Changsheng, applied to resign as directors of the 5th board of directors and members of the special committee of the board of directors, after the review of the nomination committee of the board of directors, the board of directors agreed to by elect Mr. Jiang Chao and Mr. Gao Henan as candidates for non independent directors of the 5th board of directors of the company, The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the Fifth Board of directors. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published by the company on December 23, 2021（ http://www.cn.info.com..cn. ）Announcement on resignation of directors and by election of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
4、 The proposal on the by election of independent directors of the Fifth Board of directors was reviewed and adopted, and it was agreed to submit the proposal to the first extraordinary general meeting of shareholders in 2022 for deliberation;
As the independent directors of the company, Mr. Wang Dianhong, Mr. Cheng Mingwang and Mr. Pan Hongbo applied to resign as independent directors of the 5th board of directors and members of the special committee of the board of directors, the board of directors agreed to elect Mr. Hu Shejiao, Mr. Shao Shifeng and Mr. Li ningzi as independent director candidates of the 5th board of directors after review by the nomination committee of the board of directors, The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the Fifth Board of directors. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published by the company on December 23, 2021（ http://www.cn.info.com..cn. ）Announcement on resignation of directors and by election of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 Deliberated and passed the proposal on the appointment of senior managers;
The board of directors agreed to appoint Mr. Jiang Chao and Mr. Liu langtian as the vice president of the company and Mr. Liu langtian as the Secretary of the board of directors of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the Fifth Board of directors. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published by the company on December 23, 2021（ http://www.cn.info.com..cn. ）Announcement on the appointment of senior managers on. Voting results: 7 in favor, 0 against and 0 abstention.
6、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 on Friday, January 7, 2022. For details, please refer to China Securities Journal, Shanghai Securities Journal, securities times, securities daily and cninfo.com published by the company on December 23, 2021（ http://www.cn.info.com..cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 7 in favor, 0 against and 0 abstention.
It is hereby announced.
Board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
December 22, 2021
