Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2021-109 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Suggestive announcement on the proposed change of actual controller
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.
Important:
1. This equity change mode: indirect agreement transfer, but does not involve tender offer.
2. After this equity change, the actual controller of the company will be changed to Mr. Zhao Feng. The controlling shareholder of the company remains unchanged and remains Qingdao chuangjiang environmental protection new energy technology Co., Ltd.
3. Since this equity change constitutes a management buyout as stipulated in the measures for the administration of the acquisition of listed companies, it needs to be deliberated by the general meeting of shareholders of the company and approved by more than half of the voting rights held by the non affiliated shareholders attending the general meeting of shareholders; The company has hired asset appraisal institutions with securities and futures qualifications to report on the asset appraisal of listed companies. Please refer to cninfo.com for details.
1、 Basic information of this equity change
Shenzhen chuangjiang Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen chuangjiang” or “party a”), the indirect shareholder of Qingdao chuangjiang environmental protection new energy technology Co., Ltd. (hereinafter referred to as “Qingdao chuangjiang”), the controlling shareholder of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as “the company”), and Shenzhen Fengqi Holding Group Co., Ltd. (hereinafter referred to as “Fengqi holding” or “Party B”) has signed the equity transfer agreement on Qingdao chuangjiang Investment Management Co., Ltd. (hereinafter referred to as “equity transfer agreement”), and Shenzhen chuangjiang plans to transfer 100% equity of Qingdao chuangjiang Investment Management Co., Ltd. (hereinafter referred to as “chuangjiang investment”) to Fengqi holding.
On July 1, 2021, Fengqi holdings sent the notification letter on maintaining the actual control right of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. to Shenzhen chuangjiang. After negotiation between the two parties, Shenzhen chuangjiang replied and confirmed on July 2, 2021 that the two parties agreed not to promote the equity transfer temporarily.
On December 22, 2021, Fengqi holding sent the notification letter on transferring the actual control right of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. to Shenzhen chuangjiang. After negotiation, Shenzhen chuangjiang replied to confirm to continue to promote the equity transfer, and agreed that Shenzhen chuangjiang would transfer the actual control right of the listed company to Fengqi holding after fulfilling the relevant legal procedures and information disclosure obligations of management buyout.
As Qingdao chuangjiang, the controlling shareholder of the company, is the holding subsidiary of chuangjiang investment, the above transaction will change the actual controller of the company to Mr. Zhao Feng. As Mr. Zhao Feng is currently the chairman of the company, according to the relevant provisions of the measures for the administration of the acquisition of listed companies, this equity change constitutes a management acquisition.
The control relationship before and after the change is as follows:
Before change: after change:
The company held the 26th meeting of the 5th board of directors on December 22, 2021, which deliberated and passed the proposal on the indirect shareholder equity transfer of the controlling shareholder constituting the management buyout. The affiliated director Mr. Zhao Feng avoided voting, and the independent director of the company expressed his independent opinion. This matter needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation and approved by more than half of the voting rights held by non affiliated shareholders attending the general meeting of shareholders.
2、 Basic information of the parties
1. Transferor: Shenzhen chuangjiang Investment Holding Co., Ltd
Unified social credit Code: 91440300ma5ddg2n3m
Enterprise type: limited liability company
Legal representative: Wei Xiang
Registered capital: 30 million yuan
Date of establishment: May 27, 2016
Address: 13D, block H-1, Aocheng Garden (North District), Houhaibin Road, Shekou street, Nanshan District, Shenzhen
Business scope: investment in industry (specific projects will be reported separately), investment consulting, 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.
Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) proportion of subscribed capital contribution
Wuhan chuangjiang Enterprise Management Consulting Co., Ltd. 290096.6667%
Wei Xiang 1003.3333%
2. Transferee: Shenzhen Fengqi Holding Group Co., Ltd
Unified social credit Code: 91440300ma5f624x32
Enterprise type: limited liability company (sole proprietorship of legal person)
Legal representative: Zhao Feng
Registered capital: 300 million yuan
Date of establishment: June 7, 2018
Address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
Business scope: investment in industry, venture capital, project investment, investment consulting, financial consulting, enterprise management consulting, enterprise marketing planning. The licensed business projects are: human resources consulting.
Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) proportion of subscribed capital contribution
Shenzhen Fengqi Industrial Co., Ltd. 30000100%
3. Target company: Qingdao chuangjiang Investment Management Co., Ltd
Unified social credit Code: 91370282ma3t385h88
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Lin Xushi
Registered capital: 50 million yuan
Date of establishment: May 20, 2020
Address: 3 / F, block B, building 3, langu entrepreneurship center, aoshanwei street, Jimo District, Qingdao, Shandong Province
Business scope: asset management, investment management, equity management, equity investment management and venture capital with its own funds (the above shall not engage in financial services such as deposit absorption, financing guarantee and customer financing from the public without the approval of the financial regulatory department in accordance with the law). (projects subject to approval in accordance with the law can only be operated with the approval of relevant departments)
Equity structure: Shenzhen chuangjiang Investment Holding Co., Ltd. holds 100% equity
3、 Main contents of equity transfer agreement
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).
（2） Target equity delivery
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.
4、 Impact of equity transfer on the company
1. If the equity transfer is finally implemented, the actual controller of the company will be changed, and the actual controller of the company will be changed from Mr. Wei Xiang to Mr. Zhao Feng. The controlling shareholder of the company has not changed, it is still Qingdao chuangjiang environmental protection new energy technology Co., Ltd., and it does not involve the change of its shares and voting rights.
2. This equity transfer will not affect the normal production and operation of the company.
5、 Other instructions and risk tips
1. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, this equity change constitutes a management acquisition. This time
2. The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com（ http://www.cn.info.com..cn. ）, all information of the company shall be subject to the announcement published in the above designated media. Please pay attention to the follow-up announcement and pay attention to the investment risk.
6、 Documents for future reference
1. Resolution of the 26th meeting of the 5th board of directors.
2. Agreement on equity transfer of Qingdao chuangjiang Investment Management Co., Ltd.
It is hereby announced.
Board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
December 23, 2021
