Beijing boxing Securities Investment Consulting Co., Ltd
About Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Detailed equity change report
of
Verification opinions of financial advisor
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
Financial advisor
December, 2001
statement
In accordance with the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies and other relevant laws and regulations, Beijing boxing Securities Investment Consulting Co., Ltd. (hereinafter referred to as "the financial consultant") has verified the relevant information and materials of this equity change in accordance with the generally recognized business standards and ethics in the industry and in the spirit of honesty, credit and diligence, and verified the detailed equity change report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd Issue verification opinions on the disclosed contents. The financial consultant hereby makes the following statement: 1. The documents and materials on which the verification opinions are based are provided by the information disclosure obligor. The information disclosure obligor has assured the financial consultant that all documents and materials provided by it on which the verification opinions are based are true, accurate, complete and timely, free from any major omission, false record or misleading statement, and is responsible for their authenticity, accuracy, integrity and legitimacy.
2. The financial advisor has performed due diligence obligations in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents disclosed by the information disclosure obligor.
3. The financial consultant specially reminds the investors that the verification opinions do not constitute any investment suggestions for all parties involved in the equity change, and the financial consultant shall not bear any responsibility for the risks arising from any investment decisions made by the investors according to the verification opinions.
4. The financial advisor specially reminds investors to carefully read the detailed equity change report issued by the information disclosure obligor and the relevant announcements issued by all parties related to the equity change.
5. The financial advisor has no relationship with the parties to this equity change, nor has he entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation to this verification opinion.
6. During his tenure as financial adviser, the financial adviser 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.
catalogue
Declare that 2 interpretation 5 I. verification of the contents of the detailed equity change report 7 II. Verification of the purpose of equity change 7 III. verification of the basic information of the information disclosure obligor 7 IV. guidance on the standardized operation of the securities market for information disclosure obligors V. verification of the way of this equity change Vi. verification of rights restrictions on shares involved in this equity change 15 VII. Verification of plans to continue to increase the shares of listed companies or dispose of equity shares in the next 12 months 18 VIII. Verification of the capital source and legitimacy of this equity change 18 IX. verification of the decision-making procedures performed for this equity change 19 X. verification of the follow-up plan of the information disclosure obligor 19 Xi. Verification of the impact on the independence of listed companies 21 XII. Verification of the impact of horizontal competition of listed companies 23 XIII. Verification of the impact of related party transactions of listed companies 14. Verification of major transactions between information disclosure obligors and listed companies in the previous 24 months 24 XV. Verification of the trading of shares of Listed Companies in the first six months 25 16. Whether the original actual controller of the listed company has any situation that damages the interests of the company 26 XVII. Description of third party employment 26 XVIII. Risk tips twenty-six
19、 Concluding observations twenty-seven
interpretation
In this financial advisor's verification opinion, unless the context otherwise requires, the following abbreviations 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
Detailed report on changes in equity
Refers to the detailed equity change report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Book
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, transferred this equity change and management through agreement transfer
It refers to the 100% equity of chuangjiang investment held by Shenzhen chuangjiang, and then obtained the control acquisition of the listed company
power
The equity transfer agreement between Shenzhen chuangjiang Investment Holding Co., Ltd. and Shenzhen Fengqi Holding Group Co., Ltd
Agreement on equity transfer of Qingdao chuangjiang Investment Management Co., Ltd
Maintain the actual control temporarily and maintain the Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) stock index of Shenzhen Fengqi Holding Group Co., Ltd
A letter of notification that the actual control of the company will not be changed temporarily
Notice on transfer of actual control Shenzhen chuangjiang Investment Holding Co., Ltd. on transfer of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) shares
Letter of notification of actual control of the company
The verification opinions of Beijing boxing Securities Investment Consulting Co., Ltd. on Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) shares refer to
Financial consultant's verification opinions on the detailed report on changes in equity of the limited 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
Securities Law means the securities law of the people's Republic of China
Standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 - standards for the forms No. 15 refers to
Equity change report
Standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - standards for the forms No. 16 refers to
Report on acquisition of listed companies
The financial consultant refers to Beijing boxing Securities Investment Consulting 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: due to rounding, there may be a tail difference between the sum of items and the total in this verification opinion.
Verification opinions of financial advisor
The financial advisor gives professional opinions on the following matters of this equity change:
1、 Verification of the contents of the detailed report on changes in equity
Detailed equity change report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. prepared by the information disclosure obligor Including interpretation, introduction of information disclosure obligors, purpose and procedure of this equity change, equity change mode, source of funds, follow-up plan, analysis of the impact of this equity change on the listed company, major transactions with the listed company, trading of trading shares of the listed company in the first 6 months, other major matters, risk tips Documents for future reference.
The financial consultant has reviewed the detailed equity change report prepared by the information disclosure obligor and compared its disclosure content with the information disclosure requirements such as the acquisition management measures, format standard No. 15 and Format Standard No. 16. After verification, the financial consultant believes that, There are no major omissions, false records or misleading statements in the detailed equity change report prepared by the information disclosure obligor.
2、 Verification of the purpose of equity change
The purpose of this equity change is to obtain the control of the listed company through this equity change based on the confidence in the internal value and future development prospect of the listed company, effectively integrate resources by using the listed company platform, improve the operation of the listed company, improve the asset quality of the listed company, enhance the sustainable profitability of the listed company, and bring good returns to all shareholders.
After verification, the financial consultant believes that the purpose of this equity change stated by the information disclosure obligor does not violate the requirements of current laws and regulations.
3、 Verification of the basic information of the information disclosure obligor
(i) Verification of basic information of information disclosure obligor
As of the signing date of this verification opinion, 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） Verification of basic information and equity relationship structure of controlling shareholders and actual controllers of information disclosure obligors
1. Ownership structure
As of the date of signing this verification opinion, 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 date of signing this verification opinion, 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 consulting, business scope financial consulting, enterprise management consulting, enterprise marketing planning, and the licensed business items are: human resources consulting.
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:
Does the registration have property rights with the starting and ending time of the position held by the holding unit and the main business unit of the position held by the holding unit
