Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2021-108 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355)
Notice on convening the first extraordinary general meeting of shareholders in 2022
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 company”) was held on December 22, 2021. The meeting decided to hold the first extraordinary general meeting of shareholders in 2022 on Friday, January 7, 2022. The relevant matters of the general meeting are hereby announced as follows:
1、 Basic information of the meeting
1. Session: the first extraordinary general meeting of shareholders in 2022.
2. Convener: the board of directors of the company.
3. Legality and compliance of the meeting: after deliberation and approval at the 26th meeting of the 5th board of directors of the company, it is decided to convene the first extraordinary general meeting of shareholders in 2022. The convening of the general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 15:30 p.m. on Friday, January 7, 2022;
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25 a.m., 9:30 ~ 11:30 a.m. and 13:00 ~ 15:00 p.m. on January 7, 2022; the voting time through the Internet voting system of Shenzhen stock exchange is 9:15 a.m. to 15:00 p.m. on January 7, 2022.
5. Method of meeting:
The shareholders’ meeting adopts the combination of on-site voting and online voting. The general meeting of shareholders will pass the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com..cn. ）Provide the shareholders of the company with a voting platform in the form of network. The shareholders of the company can vote on the matters considered at the general meeting of shareholders through the trading system of Shenzhen Stock Exchange or the Internet voting system during the online voting time.
Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date: January 4, 2022.
7. Attendees:
(1) As of the closing of the market on the afternoon of January 4, 2022, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers hired by the company or other guests invited by the board of directors.
8. Venue: conference room, 7th floor, company office building, Longkou Economic Development Zone, Longkou City, Shandong Province.
2、 Matters considered at the meeting
1. Deliberating the proposal on controlling shareholder’s indirect shareholder’s equity transfer constituting management buyout;
2. Deliberating the proposal on by election of non independent directors of the 5th board of directors;
2.01 elect Mr. Jiang Chao as a non independent director of the 5th board of directors of the company
2.02 elect Mr. Gao Henan as a non independent director of the 5th board of directors of the company
3. Deliberating the proposal on by election of independent directors of the 5th board of directors;
3.01 elect Mr. Hu Shejiao as an independent director of the 5th board of directors of the company
3.02 elect Mr. Shao Shifeng as an independent director of the 5th board of directors of the company
3.03 elect Mr. Li ningzi as an independent director of the 5th board of directors of the company
4. Deliberated the proposal on by election of shareholder representative supervisors of the Fifth Board of supervisors.
4.01 elect Mr. Luo Tianming as the shareholder representative supervisor of the 5th board of supervisors of the company
4.02 elect Ms. Wang Guanfang as the shareholder representative supervisor of the Fifth Board of supervisors of the company
The above proposal has been deliberated and adopted at the 26th meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors. The qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders for voting. 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. ）Relevant announcements on.
The above proposals 2, 3 and 4 will be voted by cumulative voting. The number of voting votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of voting votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of voting votes they have.
According to the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the proposals considered at this shareholders’ meeting belong to major issues affecting the interests of small and medium-sized investors, and the company will count the votes of small and medium-sized investors separately and disclose them publicly. Small and medium-sized investors refer to those who hold more than 5% of the company’s shares individually or jointly, except for the directors, supervisors and senior managers of the company
Shareholders other than the shareholders of the company.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
Non cumulative voting proposal
1.00 proposal on controlling shareholder’s indirect shareholder equity transfer constituting management buyout √
Cumulative voting proposal
2.00 proposal on by election of non independent directors of the 5th board of directors (2)
2.01 elect Mr. Jiang Chao as a non independent director of the 5th board of directors √
2.02 elect Mr. Gao Henan as a non independent director of the 5th board of directors √
3.00 proposal on by election of independent directors of the 5th board of directors (3)
3.01 elect Mr. Hu Shejiao as an independent director of the 5th board of directors √
3.02 elect Mr. Shao Shifeng as the independent director of the 5th board of directors √
3.03 elect Mr. Li ningzi as the independent director of the 5th board of directors √
4.00 proposal on by election of shareholder representative supervisors of the 5th board of supervisors (2)
4.01 elect Mr. Luo Tianming as the shareholder representative supervisor of the 5th board of supervisors √
4.02 elect Ms. Wang Guanfang as the shareholder representative supervisor of the 5th board of supervisors √
4、 Registration Measures for attending meetings
1. Registration time: 8:30-11:30 a.m. and 14:00-17:00 p.m. on January 5, 2022
2. Registration place: Securities Department of Longkou Economic Development Zone Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
3. Registration method:
(1) The natural person shareholder shall go through the registration formalities with his own ID card and shareholder account card; the entrusted agent shall hold his own ID card
Handle registration procedures such as ID card, shareholder account card and shareholder power of attorney;
(2) If the legal representative of a legal person shareholder attends the meeting, he / she shall present a copy of his / her ID card and business license (plus
(official seal) go through the registration formalities; If an agent entrusted by his legal representative attends the meeting, he shall go through the registration formalities on the strength of his ID card, a copy of his business license (with official seal) and a written power of attorney issued by his legal representative according to law;
(3) Non local shareholders can register by letter or fax with the above relevant certificates (it must be registered on January 5, 2022)
(delivered or faxed to the Securities Department of the company) before 17:00 p.m. on the th, telephone registration is not accepted.
5、 Identification and voting procedures of shareholders participating in online voting
The general meeting of shareholders provides shareholders with a voting platform in the form of network, and shareholders can trade through Shenzhen Stock Exchange
System and Internet voting system（ http://wltp.cn.info.com..cn. ）Participate in online voting.
(i) Procedures for online voting
1. Voting code: 362355
2. Voting abbreviation: Xingmin voting
3. Fill in opinions and vote
For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
For cumulative voting proposals, fill in the number of election votes cast for a candidate. The shareholders of the company shall vote within the limit of the number of electoral votes of each proposal group they have. If the number of electoral votes cast by the shareholders exceeds the number of electoral votes they have, or if the number of votes cast by the shareholders exceeds the number of votes to be elected in the differential election, the electoral votes cast by the proposal group shall be deemed invalid. If you do not agree with a candidate, you can vote 0 for the candidate.
List of election votes for candidates under cumulative voting system
Fill in the number of election votes cast for candidates
Vote X1 for candidate a
Vote x2 for candidate B
……
The total shall not exceed the number of election votes owned by the shareholder
The number of voting votes held by shareholders under each proposal group is as follows:
(1) Election of non independent directors (in case of proposal 2, equal election shall be adopted, and the number of candidates shall be 2)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × two
Shareholders may distribute the number of election votes among the two candidates for non independent directors arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
(2) Election of independent directors (in case of proposal 3, equal election shall be adopted, and the number of candidates shall be 3)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × three
The shareholders may distribute the number of election votes among the two independent director candidates arbitrarily, but the total number of votes shall not exceed the number of election votes they have.
(3) Election of shareholders’ representative supervisors (for example, proposal 4, equal election shall be adopted, and the number of candidates shall be 2)
The number of voting votes held by shareholders = the total number of voting shares represented by shareholders × two
Shareholders may distribute the number of election votes they have among the two candidates for shareholder representative supervisors at will, but the total number of votes shall not exceed the number of election votes they have.
4. When shareholders vote repeatedly on specific proposals, the first valid vote shall prevail.
（2） Procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on January 7, 2022, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00.
2. Shareholders can log in to the trading client of the securities company and vote through the trading system.
（3） Procedures for voting through the Internet voting system of Shenzhen Stock Exchange
1. The Internet voting system starts voting at 9:15 a.m. on January 7, 2022 (the day of the on-site general meeting) and ends at 3:00 p.m. on January 7, 2022 (the day of the end of the on-site general meeting).
2. Shareholders who vote online through the Internet voting system need to handle identity authentication in accordance with the provisions of the guidelines for identity authentication business of investors’ network services of Shenzhen Stock Exchange (revised in 2016) and obtain the “Shenzhen stock exchange digital certificate” or “Shenzhen Stock Exchange investor service password”. The specific identity authentication process can be logged in the Internet voting system http://wltp.cn.info.com..cn. Refer to the rule guidance column.
3. Shareholders can log in according to the service password or digital certificate obtained http://wltp.cn.info.com..cn. Vote through the Internet voting system of Shenzhen Stock Exchange within the specified time.
6、 Other matters
1. Meeting contact: Wang Zhao
Tel.: 0535-8882355
Fax: 0535-8886708
Address: Longkou Economic Development Zone, Longkou City, Shandong Province
Postal Code: 265716
2. The board, lodging and transportation expenses for the shareholders of the company to attend the on-site meeting shall be borne by themselves.
7、 Documents for future reference
1. Resolutions of the 26th meeting of the 5th board of directors;
2. Resolution of the 18th meeting of the 5th board of supervisors.
It is hereby announced.
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
