The board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. on the management acquisition of the company
Report to all shareholders
Name of listed company: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. address of listed company: Longkou Economic Development Zone, Longkou City, Shandong province stock listing place: Shenzhen Stock Exchange Stock abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Stock Code: 002355
Signed on: December 22, 2021
Interested parties and contact information
Name of listed company (acquiree): Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. contact address: Longkou Economic Development Zone, Longkou City, Shandong Province contact: Wang Zhao Tel: 0535-8882355 acquirer Name: Shenzhen Fengqi Holding Group Co., Ltd. registered address: 2601-a1, 26th floor, humon land building, No. 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen name of independent financial consultant: Zhongtian Guofu Securities Co., Ltd Registered address of the company: centralized business (North) of financial and business district, zone B, Zhongtian Convention and Exhibition City, Changling North Road, guanshanhu District, Guiyang City, Guizhou Province legal representative: Wang Hao
Signed on: December 22, 2021
Board statement
1、 All directors of the company guarantee that there are no false records, misleading statements or major omissions in this report, and are individually and jointly liable for the authenticity, accuracy and completeness of its contents;
2、 All directors of the company have fulfilled their fiduciary obligations, and this report is made objectively and prudently based on the overall interests of the company and all shareholders;
3、 Mr. Zhao Feng, a related director of the company, avoided voting when considering matters related to the management acquisition, and other directors of the company did not have any conflict of interest related to the management acquisition.
catalogue
Interested parties and contact information 2 the board of directors declares that Section 1 interpretation Section 2 basic information of the acquired company Section III conflict of interest 9 Section IV notes on the asset evaluation report of the management acquisition and the opinions of independent directors and independent financial advisers.11 Section V major contracts and transactions Section VI other major matters Section 7 documents for future reference sixteen
Section I interpretation
In this report, unless otherwise specified, the following words have the following meanings:
The board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. on the receipt of this report by the company’s management
Report to all shareholders on the purchase
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) , listed company and acquiree refer to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
The acquirer and Fengqi holding refer to Shenzhen Fengqi Holding 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
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
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
Section II basic information of the acquired company
1、 Basic information of the company
Company name Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
English Name: Xingmin intelligent transportation systems (Group) Co., Ltd
Place of stock listing: Shenzhen Stock Exchange
Stock abbreviation Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355)
Stock code 002355
Registered address: Longkou Economic Development Zone, Longkou City, Shandong Province
Main office location: Longkou Economic Development Zone, Longkou City, Shandong Province
Contact: Wang Zhao
Tel.: 0535-8882355
Fax: 0535-8886708
Postal Code: 265716
2、 Main business and operation of the company in recent three years
(i) Main business
The company’s main business includes steel wheel business, on-board information system and services and vehicle networking operation services.
In terms of steel wheel business, as the first steel wheel listed enterprise in China, the company focuses on the R & D, production and sales of automobile steel wheels. Its main products include passenger car imitation aluminum wheels, passenger car wheels, new energy vehicle wheels, commercial vehicle tubeless lightweight wheels, light truck tubeless wheels, light truck section steel wheels, commercial vehicle steel wheels There are more than 1000 varieties of eight series of agricultural and forestry machinery wheels, mainly providing supporting products for automobile manufacturers and automobile maintenance after-sales market.
In terms of on-board information system and services, as one of the leading enterprises of vehicle wireless and integrated products in China, the company is positioned as a high-accuracy data acquisition product and professional data acquisition, analysis and management software, and provides complete solutions for large-scale vehicle information system construction and integration testing. Its main products can be divided into vehicle networking hardware products, data and application platform, vehicle firmware remote upgrade system and data operation services.
In terms of Internet of vehicles operation services, intelligent driving in the ninth five year plan is mainly engaged in Internet of vehicles operation services. Relying on more than ten years of service operation experience, leading technical advantages and good market reputation, it has become a leading Internet of vehicles service operator and solution provider in China.
（2） Main accounting data and financial indicators of the last three years
Unit: 10000 yuan
2021.9. 30/2020.12. 31/2019.12. 31/2018.12. 31 / Project
January September 2021 2019 2018
Total assets 412747.24429251.91484618.24490474.92
Net assets attributable to shareholders of the listed company: 240889.51245845.09281635.83279733.88
Operating income 118197.99146517.68183211.42188969.18
Net profit attributable to shareholders of the listed company -4932.18-35476.621199.10-26014.92
Deduction of non recurring losses attributable to shareholders of listed companies
-9109.71-34971.63-3210.93-27136.99 profit
The net cash flow from operating activities is 23755.019358.756946.74592 eighty-three
Weighted average return on net assets -2.03% – 14.84% 0.43% – 9.77%
Asset liability ratio 39.37% 40.32% 38.85% 40.38%
（3） Name and time of media published in the annual report of the last three years
Project media name and disclosure time
2018 China Securities Journal, Shanghai Securities News, securities daily and Securities Times
April 25, 2019 report and cninfo（ http://www.cn.info.com..cn. ）
2019 China Securities Journal, Shanghai Securities News, securities daily and Securities Times
June 15, 2020 report and cninfo（ http://www.cn.info.com..cn. ）
2020 China Securities Journal, Shanghai Securities News, securities daily and Securities Times
April 30, 2021 report and cninfo（ http://www.cn.info.com..cn. ）
（4） Major changes before the acquisition
Before the acquisition, there was no significant change in the company’s assets and business compared with that disclosed in the latest period.
On November 20, 2021, the board of directors of the company received a written resignation report submitted by Mr. Hu Keqin, vice chairman. Mr. Hu Keqin applied for resignation as a director of the company for personal reasons. After his resignation, he will no longer hold any position in the company and its subsidiaries. The company held the 25th meeting of the 5th board of directors and the 5th extraordinary general meeting of shareholders in 2021 on November 23, 2021 and December 9, 2021 respectively, deliberated and adopted the proposal on the election of independent directors of the 5th board of directors, and agreed to elect Ms. Xiao Yahong as an independent director of the 5th board of directors of the company, The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the Fifth Board of directors.
In addition to the above changes, there are no other significant changes in the company’s personnel compared with the situation disclosed in the company’s 2021 semi annual report.
3、 Share capital of the company
(i) Total shares and share capital structure of the company
As of the date of issuance of this report, the total share capital of the company is 620570400 shares. Among them, there are 617166650 non tradable shares and 3403750 restricted shares.
（2） Shares held and controlled by the acquirer and its persons acting in concert
As of the issuance date of this report, the acquirer does not hold shares of the company.
（3） List and shareholding of the top 10 shareholders of the company
As of November 30, 2021, the list of the top 10 shareholders of the company and their holdings are as follows:
No. name of shareholder number of shares (shares) shareholding ratio
1 Sichuan Shengbang chuangheng Enterprise Management Co., Ltd. 11584800018.67%
2 Qingdao chuangjiang environmental protection new energy technology Co., Ltd. 40000000 6.45%
Wanjia Fund – Industrial Bank Co.Ltd(601166) – Yinghai assets of Wanjia fund
3214132763.45% management plan
Haifutong Fund – Guotai Junan Securities Co.Ltd(601211) Securities – Haifutong Dongxing
4155916572.51% Xingmin No. 1 asset management plan
5 Cui Jiwang 125799002.03%
6 Zou Zhiqiang 125563002.02%
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