Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Independent opinions of independent directors on matters related to the 27th meeting of the Fifth 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 company law of the people's Republic of China ("company law"), the securities law of the people's Republic of China ("Securities Law") and the guiding opinions on the establishment of independent director system in listed companies Measures for the administration of securities issuance by listed companies ("measures for the administration of issuance"), detailed rules for the implementation of non-public offering of shares by listed companies ("detailed rules"), guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange According to the articles of association of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. ("the articles of association") and the working system of independent directors of the company, based on the position of independent judgment, we express the following independent opinions on the relevant matters considered at the 27th meeting of the Fifth Board of directors of the company:
1、 Independent opinions on the termination of non-public offering of shares in 2021
After verification, in view of the changes in the relevant situation of the company since the disclosure of the non-public offering plan in 2021, the company decided to adjust the non-public offering. The termination of the non-public offering of shares in 2021 will not have a substantial impact on the company's operation. The convening, convening and voting procedures of the 27th meeting of the Fifth Board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation detrimental to the interests of the company and all shareholders, especially minority shareholders.
2、 Independent opinions on matters related to the company's non-public offering of shares
(I) independent opinions on the company meeting the conditions for non-public offering of shares
In accordance with the provisions of the company law, the securities law, the implementation rules and other relevant laws and regulations, and in combination with the actual situation of the company, we unanimously agree with the resolution made by the board of directors that the company meets the conditions for non-public offering of shares, and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) independent opinions on the company's non-public offering plan in 2022
The company's non-public offering plan complies with the provisions of the company law, the securities law, the implementation rules and other relevant laws and regulations; The issuance object, quantity and standard in the plan are appropriate, the pricing principle, basis, method and procedure are reasonable, the issuance plan is practical and in line with the company's development strategy, which is conducive to eliminating the liquidity risk of the company caused by bank loan collection, helping the development of the company's main business, ensuring the stability of the actual controller's control over the company and improving investor confidence, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. We unanimously agree to the company's non-public offering plan and agree to submit the proposal to the company's second extraordinary general meeting in 2022 for deliberation.
(III) independent opinions on the company's plan for non-public offering of shares in 2022
The company's non-public offering plan comprehensively considers the current situation and development trend of the industry, the current situation of the company and the impact of the offering on the company, complies with the provisions of relevant laws, regulations and normative documents and the actual situation of the company, and does not damage the interests of the company and all shareholders, especially the minority shareholders, It is conducive to eliminate the liquidity risk caused by bank loan collection to the company, help the development of the company's main business, ensure the stability of the actual controller's control over the company, enhance investor confidence and meet the interests of the company's shareholders. We unanimously agree to the plan for this non-public offering of shares and agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) independent opinions on the feasibility analysis report on the use of funds raised by non-public offering of shares in 2022
The use of the funds raised by the company's non-public offering complies with relevant laws and regulations, national policies and the company's overall strategic development plan in the future; After the issuance, the company's capital structure will be optimized and its anti risk ability will be further enhanced, which is in line with the interests of the company and all shareholders. We unanimously agree that the feasibility analysis report on the use of the funds raised by the company's non-public offering of shares will be submitted to the company's second extraordinary general meeting in 2022 for deliberation.
(V) independent opinions on diluted immediate return and filling measures of non-public offering of shares in 2022 and commitments of relevant subjects
The company's analysis on the impact of this non-public offering of shares on the dilution of immediate return, the measures to fill the return and the commitments of relevant subjects are in line with the several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The relevant provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), It is conducive to improving the company's business scale and operating efficiency, requiring directors and senior managers to issue commitments to ensure their performance, and effectively protecting the interests of all shareholders. We unanimously agree with the company's diluted immediate return on non-public offering of shares and filling measures and the commitment of relevant subjects to take filling measures for diluted immediate return on non-public offering of shares, and agree to submit relevant proposals to the company's second extraordinary general meeting in 2022 for deliberation.
(VI) independent opinions on the signing of conditional and effective share subscription agreement between the company and specific objects and related party transactions involved in this non-public offering of shares
Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as "Fengqi investment") controlled by Mr. Zhao Feng, the actual controller of the company, subscribed for the non-public offering of shares, constituting a connected transaction. When the board of directors of the company deliberated the related party transaction related proposals, the related directors avoided voting, and the voting procedures were legal and effective.
The price of this non-public offering is determined in accordance with the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares and other relevant laws and regulations, and the price is objective and fair; The terms of the conditional effective share subscription agreement signed by the company and Fengqi investment are reasonable and legal. This connected transaction follows the principles of fairness, openness and impartiality, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
Therefore, we agree that the non-public offering of shares involves related party transactions and agree to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation.
(VII) independent opinions on submitting to the general meeting of shareholders for approval that Zhao Feng and his persons acting in concert shall be exempted from increasing the company's shares by offer
According to the relevant provisions of the measures for the administration of the acquisition of listed companies of the CSRC, after Fengqi investment subscribes for the company's non-public offering, Zhao Feng holds 28.04% of the company's shares by controlling Fengqi investment and chuangjiang environmental protection, and 42.40% of the company's voting rights by Sichuan Shengbang entrusted voting rights, which will trigger the obligation of tender offer. Fengqi investment has promised that its subscribed shares in this non-public offering will not be transferred within 36 months from the date of issuance, which is in line with the provisions on exemption from increasing shares by offer in the administrative measures for the acquisition of listed companies of the CSRC.
We unanimously agree to request the company's second extraordinary general meeting in 2022 to approve Zhao Feng and his persons acting in concert to be exempted from increasing the company's shares by offer.
(VIII) independent opinions on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of the non-public offering of shares. In order to ensure the smooth completion of the company's non-public offering of shares, the board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors to proceed from the principle of maximizing the interests of the company within the scope permitted by relevant laws, regulations and resolutions of the general meeting of shareholders, Fully handle all matters of this issuance, and all authorizations shall be valid within 12 months from the date of approval by the general meeting of shareholders of the company.
We unanimously agreed to submit the proposal to the general meeting of shareholders to authorize the board of directors to handle the specific matters of this non-public offering of shares, and agreed to submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IX) independent opinions on the formulation of shareholder return plan for the next three years (2022-2024)
We believe that the shareholder return plan for the next three years (2022-2024) formulated by the company is based on the comprehensive consideration of the company's current situation, business development needs, the requirements of relevant regulatory authorities and shareholder return, and complies with the provisions of current relevant laws, regulations and normative documents, Fully considering the requirements of the company's sustainable development and the willingness of shareholders to obtain reasonable investment return, it helps to improve and improve the company's sustainable and stable dividend policy and supervision mechanism, increases the transparency and operability of profit distribution decision-making, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
(x) independent opinions on establishing a special account for raised funds
The purpose of the raised funds is in line with the development trend of the company. The company deposits the raised funds in the special account determined by the board of directors, implements the management of special account and special storage, which is in line with the provisions of laws and regulations, is conducive to the management and use of the raised funds, and improves the efficiency of the use of the raised funds.
To sum up, we recognize the relevant matters of the 27th meeting of the Fifth Board of directors of the company and agree to submit the relevant proposals to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Independent directors: Hu Shejiao, Shao Shifeng, Xiao Yahong and Li ningzi January 10, 2022
