Stock abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Stock Code: 002355 stock listing place: Shenzhen Stock Exchange Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. Xingmin intelligent transportation systems (Group) Co., Ltd. non public offering of A-Shares in 2022
reserve plan
January 2002
Company statement
1. The company and all directors promise that the contents of the plan for non-public offering of A-Shares are true, accurate and complete, there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. 2. Preparation of information disclosure plan for non-public offering of Listed Companies in accordance with the requirements of the guidelines for the development plan for non public offering of shares and the implementation rules for non public offering of Listed Companies in 2020 (No. 25).
3. After the completion of this non-public offering of shares, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by this non-public offering of shares shall be borne by the investors themselves. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
4. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and any statement to the contrary is untrue.
5. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the approval authority on the matters related to this issuance. The effectiveness and completion of the matters related to this issuance described in this plan have yet to be approved or approved by the relevant approval authority.
hot tip
The words or abbreviations in this part have the same meanings as those in the “interpretation” of this plan. 1. This non-public offering complies with the provisions of laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the issuance management measures and the implementation rules, and the company has all the conditions for non-public offering of shares.
2. The matters related to the company’s non-public offering of shares have been deliberated and adopted at the 27th meeting of the Fifth Board of directors, and need to be approved by the general meeting of shareholders and the China Securities Regulatory Commission. 3. The issuance object of this non-public offering is Fengqi investment controlled by Zhao Feng, the actual controller. The issuing object will subscribe for the shares of this non-public offering in cash. The issuance object of this non-public offering is the company’s related parties. When the board of directors of the company reviews the proposals related to this non-public offering, the related directors have avoided voting. When the general meeting of shareholders of the company reviews the proposals related to this non-public offering, the related shareholders will avoid voting on the relevant proposals.
4. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 27th meeting of the Fifth Board of directors (January 11, 2022). The issuing price of the non-public offering is 5.23 yuan / share, which is not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
5. The number of A-Shares in this non-public offering does not exceed 186171200 shares, which does not exceed 30% of the total share capital of the company before the issuance, in line with the relevant provisions of the issuance supervision Q & A – regulatory requirements on guiding and standardizing the financing behavior of listed companies issued by the CSRC, and finally subject to the approval of the CSRC. If the company’s shares are ex rights and ex dividend from the announcement date of the resolution of the board of directors to consider the non-public offering of shares to the issuance date, the number of shares issued will be adjusted accordingly.
6. The shares subscribed by the issuing object shall not be transferred within 36 months from the end of this non-public offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
7. The total amount of funds raised from this non-public offering of shares shall not exceed 973.675 million yuan (including this amount), and the net amount after deducting the issuance expenses will be used to supplement the working capital.
8. This non-public offering will not lead to the change of the company’s actual controller, nor will it lead to the company’s equity distribution not meeting the listing conditions.
9. The validity of the resolution on non-public offering of shares to specific objects is within 12 months from the date when the proposal is submitted to the general meeting of shareholders for deliberation and adoption.
10. After the completion of the non-public offering, the accumulated undistributed profits before the offering will be shared by the new and old shareholders of the company according to the proportion of shares after the offering.
11. According to the requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association clearly stipulates the company’s profit distribution policy. For the company’s profit distribution policy and implementation, please refer to “section VI company’s profit distribution policy and related information” of this plan.
12. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (zjf [2015] No. 51) are required to protect the interests of small and medium-sized investors, In combination with the latest situation, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate return. For details, see “Section VII diluted immediate return and filling measures of this non-public offering” in this plan. The specific measures to cover the risk that the immediate return is diluted do not guarantee the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation. Draw the attention of investors.
13. As of the announcement date of this plan, Zhao Feng, the actual controller of the company, holds 25.12% of the voting rights of the company. According to the company’s non-public offering plan, after the non-public offering, the actual controller Zhao Feng will hold more than 30% of the company’s voting rights. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, Zhao Feng and his persons acting in concert will trigger the obligation to issue tender offers to all shareholders. Fengqi investment has promised in the conditional effective share subscription agreement that the shares subscribed through this non-public offering will not be transferred within 36 months from the date of completion of the offering. The above circumstances meet the conditions for exemption from the issuance of takeover offer as stipulated in the administrative measures for the acquisition of listed companies, The board of directors of the company requests the general meeting of shareholders to approve that Zhao Feng and his persons acting in concert are exempted from issuing takeover offers to all shareholders.
14. The shares of this non-public offering subscribed by the issuing object Fengqi investment shall not be transferred within 36 months from the date of completion of the offering. After the end of this offering, the shares of the listed company increased due to the distribution of stock dividends by the listed company and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
15. There is still great uncertainty whether the non-public offering plan can finally be approved by the CSRC, so investors should be reminded of relevant risks.
interpretation
Company, the company, listed company, refers to Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355)
Plan, this plan and non-public development refer to the plan for non-public offering of Bank A shares of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. in 2022
This non-public offering of shares refers to the behavior of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. issuing shares to specific investors by means of non-public offering of a shares, this non-public offering and this issuance of shares
The pricing benchmark date refers to the announcement date of the resolution of the 27th meeting of the Fifth Board of directors of the issuer
Fengqi investment refers to Shenzhen Fengqi Investment Co., Ltd
Fengqi industry refers to Shenzhen Fengqi Industry Co., Ltd
Fengqi holding refers to Shenzhen Fengqi Holding Group Co., Ltd
Chuangjiang environmental protection refers to Qingdao chuangjiang environmental protection new energy technology Co., Ltd., which has been renamed Qingdao Fengqi environmental protection new energy technology Co., Ltd
Sichuan Shengbang refers to Sichuan Shengbang chuangheng Enterprise Management Co., Ltd
Chuangjiang investment refers to Qingdao chuangjiang Investment Management Co., Ltd
Shenzhen chuangjiang refers to Shenzhen chuangjiang Investment Holding Co., Ltd
Intest, Wuhan intest and Wuhan intest Electronic Technology Co., Ltd
Ninth Five Year Plan Zhijia refers to Beijing ninth five year plan Zhijia Information Technology Co., Ltd
Guanglian Saixun refers to Shenzhen Guanglian Saixun Co., Ltd
Rainbow wireless refers to rainbow wireless (Beijing) New Technology Co., Ltd
Xingmin automobile industry fund refers to Xingmin automobile industry investment partnership (limited partnership) in Ningbo Meishan free trade port area
The articles of association refers to the articles of association of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
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
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
Detailed rules for implementation means the detailed rules for the implementation of non-public offering of shares by listed companies
Conditional effective share subscription refers to the agreement between Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. and Shenzhen Fengqi investment / agreement / the conditional effective share subscription agreement of the company limited by this agreement
CSRC refers to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Clearing companies and registration and Clearing Companies refer to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: unless otherwise specified in this plan, all values shall retain 2 decimal places. If the sum of the values of each sub item is inconsistent with the mantissa of the total, it is caused by rounding.
Section I summary of the non-public offering of a shares
1、 Basic information of the issuer
Company name Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Unified social credit code 91370600720751371j
Stock abbreviation Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355)
Stock code 002355
Shenzhen where the shares are listed
Registered address: Longkou Economic Development Zone, Longkou City
The registered capital is 620570400 yuan
Legal representative: Zhao Feng
Date of establishment: December 28, 1999
Licensed items: import and export of goods; Technology import and export; Road cargo transportation (excluding dangerous goods); The second type of value-added telecommunications services. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: software development; Information system integration service; Internet data services; Manufacturing of terminal test equipment; Sales of terminal test equipment; Manufacturing of intelligent on-board equipment; Sales of intelligent on-board equipment; Manufacturing of electronic measuring instruments; Sales of electronic measuring instruments; Manufacturing of experimental and analytical instruments; Business scope of experimental analysis: instrument sales; Automobile hub manufacturing; Wholesale of auto parts; Auto parts retail; Manufacturing of high performance fiber and composite materials; Sales of high performance fiber and composite materials; Sales of rubber products; Sales of plastic products; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Wholesale of hardware products; Retail of hardware products; New car sales; Sales of metal materials; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Mechanical equipment leasing; Lease of land use right; Non residential real estate leasing; China trade agency; Trade brokerage. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
2、 Background and purpose of this non-public offering of a shares
(I) background of this non-public offering of a shares
Founded in 1999, the company is mainly engaged in the R & D, production and sales of steel wheels. It is the first listed enterprise of steel wheels in China. In recent years, affected by international trade friction, the steel wheel industry is facing certain business pressure. On the one hand, there are fluctuations in the market demand of the downstream automotive industry. The development and layout of forged aluminum alloy wheel industry in developed countries have a great impact on China’s traditional steel wheel production
