Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Simplified equity change report
Listed company: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. listing place: Shenzhen Stock Exchange Stock abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Stock Code: 002355 information disclosure obligor: Shenzhen chuangjiang Investment Holding Co., Ltd. domicile and mailing address: 13D, block H-1, Aocheng Garden (North District), Houhaibin Road, Shekou street, Nanshan District, Shenzhen change nature of shares: decrease
Date of signature: December, 2001
Statement
1、 The information disclosure obligor shall, 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 the acquisition of listed companies, and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – report on changes in equity This report is prepared in accordance with relevant laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies.
2、 In accordance with the provisions of the above laws and regulations, This report has fully disclosed the changes in the shares of the information disclosure obligor in Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. as of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has not increased or decreased the shares of the information disclosure obligor in Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. by any other means.
3、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the internal rules of the information disclosure obligor.
4、 This equity change is based on the information stated in this report. Except for the professional institutions employed by the information disclosure obligor, the information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
catalogue 2 interpretation Section 1 Introduction to information disclosure obligors four
1、 Basic information of information disclosure obligor four
2、 Equity control relationship of information disclosure obligor (III) the shares in which the information disclosure obligor has interests in other domestic and overseas listed companies reach or exceed that of the company
5% of the issued shares five
Section 2 purpose and decision of equity change six
1、 Purpose of equity change six
2、 The shareholding plan of the information disclosure obligor in the next 12 months six
Section III method of equity change seven
1、 Basic information of this equity change seven
2、 The main contents of the agreement related to this equity change eight
3、 Restrictions on the rights of shares involved in this equity change 9 Section IV trading of shares of Listed Companies in the first six months Section V other major matters Section VI documents for future reference thirteen
1、 Documents for future reference thirteen
2、 Place of preparation thirteen
interpretation
Information disclosure obligor and Shenzhen chuangjiang refer to Shenzhen chuangjiang Investment Holding Co., Ltd
Listed companies and Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) refer to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Qingdao chuangjiang refers to Qingdao chuangjiang environmental protection new energy technology Co., Ltd
Sichuan Shengbang refers to Sichuan Shengbang chuangheng Enterprise Management Co., Ltd
Fengqi holding refers to Shenzhen Fengqi Holding Group Co., Ltd
Chuangjiang investment refers to Qingdao chuangjiang Investment Management Co., Ltd
This equity change and this transaction refer to Fengqi holding’s transfer of 100% equity of chuangjiang investment held by Shenzhen chuangjiang through agreement transfer
This report refers to the short form equity change report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
The equity transfer agreement between Shenzhen chuangjiang Investment Holding Co., Ltd. and Shenzhen Fengqi holding group refers to the equity transfer agreement between the company and Qingdao chuangjiang Investment Management Co., Ltd
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The sum of partial totals and addends in this report may be different in mantissa due to rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
As of the signing date of this report, the basic information of information disclosure obligors is as follows:
Name: Shenzhen chuangjiang Investment Holding Co., Ltd
Type limited liability company
Address: 13D, block H-1, Aocheng Garden (North District), Houhaibin Road, Shekou street, Nanshan District, Shenzhen
Legal representative: Wei Xiang
The registered capital is 30 million yuan
Date of establishment: May 27, 2016
Operation period: May 27, 2016 to May 27, 2026
Unified social credit code 91440300ma5ddg2n3m
General business items include: investment and establishment of industries (specific projects will be reported separately), investment consulting, business scope enterprise management consulting, business information consulting and market information consulting; technology development, technology consulting, technology transfer and technical services in the field of information technology and new energy.
2、 Equity control relationship of information disclosure obligor
(i) Ownership structure
As of the signing date of this report, the equity structure of Shenzhen chuangjiang is shown in the figure below:
（2） Information of main principals
Name Gender former name position nationality long-term residence right of residence in other countries or regions
Wei Xiangnan has no executive director and general manager in Wuhan, Hubei, China
Wang Shiyu, female, no supervisor, Wuhan, Hubei, China
3、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, except for the report, the information disclosure obligor does not hold or control the shares with interests in other domestic and overseas listed companies to reach or exceed 5% of the issued shares of the company.
Section 2 purpose and decision of equity change
1、 Purpose of equity change
The purpose of this equity change is the capital needs and business arrangements of the information disclosure obligor.
2、 Shareholding plan of information disclosure obligor in the next 12 months
As of the signing date of this report, the information disclosure obligor has no plan to increase or reduce its shares in the listed company in the next 12 months. In case of relevant equity changes, the information disclosure obligor will perform the information disclosure obligations in strict accordance with the provisions of relevant laws and regulations.
Section III changes in equity
1、 Basic information of this equity change
Before this equity change, the information disclosure obligor indirectly owned 155848000 voting shares of the listed company through Qingdao chuangjiang (accounting for 25.11% of the total share capital of the listed company).
The information disclosure obligor signed the equity transfer agreement with Fengqi holding and chuangjiang investment on June 11, 2021. Fengqi holding plans to acquire 100% equity of chuangjiang investment held by Shenzhen chuangjiang. After this equity change, the information disclosure obligor no longer holds shares of the listed company.
After this equity change, the controlling shareholder of the listed company remains unchanged and remains Qingdao chuangjiang. The shares and voting rights of the listed company held by Qingdao chuangjiang have not changed, and the actual controller of the listed company will be changed from Wei Xiang to Zhao Feng. Qingdao chuangjiang holds 40000000 shares of the listed company (accounting for 6.45% of the total share capital of the listed company), has the voting rights of 115848000 shares of the listed company held by Sichuan Shengbang (accounting for 18.67% of the total share capital of the listed company), and has a total of 155848000 shares of the listed company (accounting for 25.11% of the total share capital of the listed company).
Before this equity change, the equity control relationship of the listed company is shown in the figure below:
After this equity change, the equity control relationship of the listed company is shown in the figure below:
2、 Main contents of agreements related to this equity change
On June 11, 2021, Fengqi holdings, Shenzhen chuangjiang and Qingdao chuangjiang signed the equity transfer agreement, the main contents of which are as follows:
Party A: Shenzhen chuangjiang Investment Holding Co., Ltd. (“Transferor”)
Party B: Shenzhen Fengqi Holding Group Co., Ltd. (“Transferee”)
Party C: Qingdao chuangjiang Investment Management Co., Ltd. (“target company”)
(i) Target equity and transfer price
1.1 Party A agrees to transfer 100% of the equity of Party C (“target equity”) held by Party A to Party B, corresponding to the total registered capital of Party C of RMB 50 million (￥ 50 million.00) on the date of signing this agreement.
1.2 according to the existing assets and liabilities of the target company and through reasonable commercial evaluation, Party A and Party B agree that the total price of Party B’s transfer of the target equity (“transfer price”) is RMB 100 million only (￥ 100000000.00). (II) delivery of the target equity
2.1 within 30 days after the effectiveness of this agreement, Party A and Party C shall cooperate to complete the relevant formalities such as industrial and commercial change registration, and make Party B become the legal holder of the target equity registered with the administrative department for Industry and Commerce (“industrial and commercial transfer registration”).
2.2 Party B shall pay all the target equity transfer price to the account designated by Party A within 30 days after all the following preconditions are met or have not been met but have been exempted in writing by the transferee.
(1) The effective conditions agreed in this Agreement have been met and this agreement has come into force;
(2) Party A has registered the industrial and commercial change of the target equity under the name of Party B;
(3) Party A has cooperated and completed all the work of transferring the control of the listed company, the target company and Qingdao chuangjiang environmental protection new energy technology Co., Ltd. to Party B in accordance with the agreement;
(4) The 13 million shares of listed companies held by Qingdao chuangjiang environmental protection and New Energy Technology Co., Ltd. have been lifted by the freezing measures taken by Wuhan Public Security Bureau, and the shares of listed companies held by Qingdao chuangjiang environmental protection and New Energy Technology Co., Ltd. have no other undisclosed rights and burdens;
(5) The existing operations of the target company and the listed company continue to operate under normal conditions, there are no major adverse changes in the finance, business, qualification, development prospect and operation of the target company and the listed company, and there are no major illegal acts such as illegal crimes, illegal guarantees, capital occupation, financial fraud or illegal information disclosure; and (6) All representations and warranties made by Party A under this Agreement are true, accurate and complete;
（3） Other matters
This Agreement shall come into force on the date when the legal representatives or authorized representatives of each party sign and affix their official seals, and shall be dissolved or terminated on the date when the dissolution matters agreed in this agreement, the parties agree to dissolve or terminate, or the date when each party no longer enjoys any rights and assumes any obligations under this agreement.
3、 Restrictions on rights of shares involved in this equity change
As of the signing date of this report, Qingdao chuangjiang holds 40000000 shares of the listed company, Among them, 13000000 shares (accounting for 2.09% of the total share capital of the listed company) were frozen and 40000000 shares (accounting for 6.45% of the total share capital of the listed company) were pledged; Sichuan Shengbang held 115848000 shares of the listed company, of which 83484000 shares (accounting for 13.51% of the total share capital of the listed company) were frozen and 52000000 shares (accounting for 8.38% of the total share capital of the listed company) were pledged.
According to the share transfer agreement and voting right entrustment framework agreement, share transfer agreement, voting right entrustment agreement and concerted action agreement signed by Qingdao chuangjiang and Sichuan Shengbang, Qingdao chuangjiang has transferred 40000000 shares of the listed company and is entrusted to exercise the voting rights of 123848000 shares of the listed company held by Sichuan Shengbang. The voting rights are valid for 36 months, The transferred 40000000 shares were transferred to Qingdao chuangjiang on June 22, 2020, and the voting right entrustment period of the entrusted shares is from June 22, 2020 to June 21, 2023.
In accordance with the provisions of Article 74 of the measures for the administration of acquisition, listed companies
