Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Detailed equity change report
Name of listed company: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. stock listing place: Shenzhen Stock Exchange Stock abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Stock Code: 002355 information disclosure obligor: Shenzhen Fengqi Holding Group Co., Ltd. domicile / mailing address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen change nature of shares: increase
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
Declare that 2 interpretation Section 1 Introduction to information disclosure obligors seven
1、 Basic information of information disclosure obligor seven
2、 Basic information and equity relationship structure of controlling shareholders and actual controllers of information disclosure obligors 7 III. core enterprises and core businesses controlled by the information disclosure obligor, its controlling shareholders and actual controllers
Related enterprises and main business nine
4、 Legal and compliant operation of the information disclosure obligor in the last five years nine
5、 Information about the directors, supervisors and senior managers of the information disclosure obligor Vi. the shares in which the information disclosure obligor has interests in other listed companies reach or exceed 5% 10
7、 Changes in controlling shareholders and actual controllers of information disclosure obligors in the last two years ten
8、 The main business of the information disclosure obligor and its financial status in the last three years Section 2 purpose and procedure of this equity change twelve
1、 The purpose of this equity change 12 II. Plans to continue to increase the shares of listed companies or dispose of shares with interests in the next 12 months 12
3、 Relevant procedures for the performance of this equity change 12 section 3 method of equity change fourteen
1、 Method of this equity change fourteen
2、 The main contents of the agreement related to this equity change fifteen
3、 Restrictions on the rights of shares involved in this equity change seventeen
4、 Evaluation and pricing basis eighteen
5、 Description of MBO Provisions Section IV sources of funds twenty-one
1、 Total capital of this equity change twenty-one
2、 The capital source of this equity change 21 Section V follow up plan twenty-two
1、 Adjustment plan for the main business of Listed Companies in the next 12 months 22 II. Sell, merge and sell the assets and businesses of the listed company or its subsidiaries in the next 12 months
A joint venture or cooperation plan with others, or an integration plan for a listed company to purchase or replace assets twenty-two
3、 Plans to change the composition of the current board of directors or senior managers of listed companies twenty-two
4、 Plans to amend the articles of association that may hinder the acquisition of control of listed companies twenty-three
5、 A plan to make major changes to the existing employee employment plan of a listed company twenty-three
6、 Major adjustment plan for dividend policy of listed companies twenty-three
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Section VI analysis of the impact of this equity change on listed companies twenty-four
1、 Impact on the independence of listed companies twenty-four
2、 Impact on horizontal competition of listed companies twenty-five
3、 Impact on related party transactions of listed companies Section 7 major transactions with listed companies twenty-seven
1、 Transactions with listed companies and their subsidiaries twenty-seven
2、 Transactions with directors, supervisors and senior managers of listed companies III. compensate the directors, supervisors and senior managers of the listed company to be replaced or have other problems
Any similar arrangement IV. other contracts, tacit understandings or arrangements being signed or negotiated that have a significant impact on the listed company
…… twenty-seven
Section 8 trading of trading shares of listed companies within the first six months twenty-eight
1、 Information disclosure obligor’s purchase and sale of shares of listed companies within the first six months 28 II. Directors, supervisors and senior managers of the information disclosure obligor and their immediate family members
Trading of shares of listed companies within six months Section IX Financial Information of the information disclosure obligor twenty-nine
1、 Balance sheet (consolidated)…… 29
2、 Income statement (consolidated)…… 30
3、 Cash flow statement (consolidated)…… 30 section x other important matters…… 32 section Xi risk warning…… 33 statement of information disclosure obligor…… 34 statement of financial adviser…… 35
Section 12 documents for future reference thirty-six
1、 Documents for future reference thirty-six
2、 Location for future reference 36 schedule to the detailed report on changes in equity thirty-eight
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Listed companies and Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) refer to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Information disclosure obligor, Feng
Refers to Shenzhen Fengqi Holding Group Co., Ltd
Kai Holdings
Fengqi industry refers to Shenzhen Fengqi Industry Co., Ltd
This report refers to the detailed equity change report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Qingdao chuangjiang refers to Qingdao chuangjiang environmental protection new energy technology Co., Ltd
Chuangjiang investment refers to Qingdao chuangjiang Investment Management Co., Ltd
Shenzhen chuangjiang refers to Shenzhen chuangjiang Investment Holding Co., Ltd
Sichuan Shengbang refers to Sichuan Shengbang chuangheng Enterprise Management Co., Ltd
Fuyang Fuying refers to Fuyang Fuying kequan Investment Center (limited partnership)
Fengqi holdings, controlled by Zhao Feng, chairman of the listed company, is subject to this equity change and management through agreement transfer
It refers to the 100% equity of chuangjiang investment held by Shenzhen chuangjiang, so as to obtain the layer acquisition of listed companies
control power
The equity transfer agreement between Shenzhen chuangjiang Investment Holding Co., Ltd. and Shenzhen Fengqi Holding Group Co., Ltd
Equity transfer agreement of the company on Qingdao chuangjiang Investment Management Co., Ltd
Maintain the actual control right for the time being Shenzhen Fengqi Holding Group Co., Ltd. on maintaining Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) means
Notice of change “Notice of no change in actual control of the company”
Notice on transfer of actual control Shenzhen chuangjiang Investment Holding Co., Ltd. on transfer of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) stock index
Letter of notification of actual control of the company
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
Company law means the company law of the people’s Republic of China
The articles of association refers to the articles of association of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total and the mantissa of the sum of the sub item values in this report is caused by 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 Fengqi holdings is as follows:
Company name: Shenzhen Fengqi Holding Group Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Registered address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
Legal representative: Zhao Feng
Registered capital: 300000 yuan
Unified social credit code 91440300ma5f624x32
Date of establishment: June 7, 2018
Term of operation: sustainable operation
The general business items are: investment in industry, venture capital, project investment, investment consulting, business scope financial consulting, enterprise management consulting, enterprise marketing planning, and the licensed business items are: human resources consulting.
Main business investment and management
Mailing address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
Tel.: 13828750721
2、 Basic information and equity relationship structure of controlling shareholders and actual controllers of information disclosure obligors (I) equity structure
As of the signing date of this report, the equity structure of Fengqi holdings is shown in the figure below:
According to the equity structure of Fengqi holdings, Fengqi industry holds 100% equity of Fengqi holdings and is the controlling shareholder of Fengqi holdings. Zhao Feng holds 95% equity of Fengqi industry and is the actual controller of Fengqi industry and Fengqi holdings. （2） Basic information of controlling shareholders
As of the signing date of this report, the basic information of Fengqi industry is as follows:
Company name: Shenzhen Fengqi Industrial Co., Ltd
Type limited liability company
Registered address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
Legal representative: Zhao Feng
Registered capital: RMB 100 million
Unified social credit code 91440300ma5f65fl3w
Date of establishment: June 11, 2018
Term of operation: sustainable operation
The general business items are: investment in industry, venture capital, project investment, investment consultation, business scope consultation, financial consultation, enterprise management consultation, enterprise marketing planning, and the licensed business items are: human resources consultation.
（3） Basic information of actual controller
Zhao Feng, male, ID number: 4306261982********, China nationality, no other country or region’s right of abode. The employment in the last five years is as follows:
Whether the registration is consistent with the start and end time of employment
