Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Independent opinions of independent directors on matters related to the 26th meeting of the 5th board of directors as an independent director of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as the “company”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and the company’s articles of association of the CSRC In accordance with the working system of independent directors and other relevant provisions, based on our independent judgment, we express the following independent opinions on the relevant matters of the 26th meeting of the Fifth Board of directors of the company:
1、 Independent opinion on the fact that the transfer of the controlling shareholder’s indirect shareholder’s equity constitutes a management buyout
According to the equity transfer agreement on Qingdao chuangjiang Investment Management Co., Ltd. (hereinafter referred to as “equity transfer agreement”) signed by Shenzhen Fengqi Holding Group Co., Ltd. (hereinafter referred to as “Fengqi holding”) and Shenzhen chuangjiang Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen chuangjiang”) on June 11, 2021 ）Our agreement, Fengqi holdings acquired 100% equity of Qingdao chuangjiang Investment Management Co., Ltd. (hereinafter referred to as “chuangjiang investment”) held by Shenzhen chuangjiang. After the above equity transfer, Mr. Zhao Feng will indirectly control 25.11% of the voting rights of the company through Qingdao chuangjiang environmental protection new energy technology Co., Ltd., and the actual controller of the company will be changed to Mr. Zhao Feng. According to According to the provisions of the measures for the administration of the acquisition of listed companies, this transaction constitutes a management acquisition, and the board of directors of the company has prepared the report of the board of directors to all shareholders on the company’s management acquisition in accordance with the provisions of relevant laws and regulations.
This equity transaction is based on the company’s sound and well functioning organizational structure and effective internal control system. The proportion of independent directors among the members of the board of directors of the company has reached 1 / 2. The board of directors of the company has hired an independent financial consultant to express professional opinions, and has hired an evaluation agency to evaluate the value of all shareholders’ equity on the benchmark date, and issued an asset evaluation report.
The capital source and management acquisition of this acquisition comply with the conditions and approval procedures specified in the measures for the administration of the acquisition of listed companies. The acquisition conditions are fair and reasonable, there is no behavior damaging the interests of the listed company and other shareholders, and will not have an adverse impact on the listed company.
When the board of directors of the company considered this proposal, Zhao Feng, a related director, avoided voting, and the voting procedures were in line with the provisions of relevant laws and regulations. We agree to submit the matter to the first extraordinary general meeting of shareholders in 2022 for deliberation.
2、 Independent opinions on the by election of non independent directors and independent directors of the Fifth Board of directors
Upon review by the nomination committee of the board of directors, the board of directors nominated Mr. Jiang Chao and Mr. Gao Henan as candidates for non independent directors of the Fifth Board of directors of the company, and Mr. Hu Shejiao, Mr. Shao Shifeng and Mr. Li ningzi as candidates for independent directors of the Fifth Board of directors of the company. This nomination is based on a full understanding of the nominee’s educational background, professional experience and professional quality, and has been approved by the nominee himself. The above nominees have the qualification and ability to serve as directors of the company, and there is no situation that they are not allowed to serve as directors of the company as stipulated in the company law and the articles of association. At the same time, there is no situation that they are determined by the CSRC to be prohibited from entering the market and have not been lifted, nor have they been subject to any punishment and punishment by the CSRC and the stock exchange. The nomination procedures of the above nominees comply with relevant laws, regulations and the articles of association, and are legal and effective.
Based on the above situation, we agree to nominate Mr. Jiang Chao and Mr. Gao Henan as candidates for non independent directors of the Fifth Board of directors of the company, agree to nominate Mr. Hu Shejiao, Mr. Shao Shifeng and Mr. Li ningzi as candidates for independent directors of the Fifth Board of directors of the company, and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The company shall submit the information of independent director candidates to Shenzhen Stock Exchange, which shall submit them to the general meeting of shareholders for deliberation and voting after there is no objection after review by Shenzhen Stock Exchange.
3、 Independent opinions on the appointment of senior managers
After reviewing the resumes and relevant materials of the company’s senior managers appointed at this meeting, it is considered that the educational background, work experience and working ability of Mr. Jiang Chao and Mr. Liu langtian are competent for the responsibilities of their corresponding posts, There are no circumstances in which the company law, the articles of association and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange are not allowed to serve as senior managers of listed companies; The nomination and appointment procedures of the company’s senior managers comply with the provisions of the company law, the articles of association and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange; There is no situation that damages the interests of the company and other shareholders, nor is there any situation that the market is prohibited by the CSRC and the prohibition has not been lifted. The total number of directors who concurrently serve as the company’s senior management and staff representatives in the board of directors does not exceed half of the total number of directors of the company, which is in line with the provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange.
In conclusion, we unanimously agree to appoint Mr. Jiang Chao and Mr. Liu langtian as the vice president of the company and Mr. Liu langtian as the Secretary of the board of directors. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the Fifth Board of directors.
Independent directors: Wang Dianhong, Cheng Mingwang, pan Hongbo, Xiao Yahong December 22, 2021
