Board of supervisors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Written review opinions on the company's non-public offering of A-Shares in 2022
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the "measures for the administration of issuance") issued by the China Securities Regulatory Commission The board of supervisors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as the "company"), after fully understanding and reviewing the relevant documents of the company's non-public offering of shares in 2022, issued the following written audit opinions:
1. In accordance with the company law, securities law, issuance management measures, implementation rules and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the company meets the conditions for non-public issuance of shares to specific objects; 2. The plan and plan for this non-public offering of shares comply with the provisions of the company law, the securities law, the issuance management measures, the implementation rules and other relevant laws, regulations and normative documents;
3. According to the feasibility analysis report on the use of the funds raised by the company's non-public offering of A-Shares in 2022, all the funds raised by the non-public offering of shares are used to supplement working capital, which is in line with the current actual development situation of the company and conducive to enhancing the company's core competitiveness and sustainable development ability, There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
4. The subscription object of the company's non-public offering of shares is Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as "Fengqi investment") controlled by Mr. Zhao Feng, the actual controller of the company. According to the relevant provisions of the administrative measures, the implementation rules and the stock listing and trading rules of Shenzhen Stock exchange, The subscription of Fengqi investment for this non-public offering constitutes a connected transaction. We believe that the contents and signing procedures of the share subscription agreement with effective conditions signed by the company and Fengqi investment comply with the provisions of national laws, regulations and other normative documents. The reasons for the transaction between the two parties of the related party transaction are reasonable and sufficient, the pricing principles and methods of the related party transaction are appropriate and reasonable, follow the principles of fairness and impartiality, and there is no behavior damaging the interests of the company, other shareholders, especially minority shareholders;
5. 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.
6. After review, the shareholder return plan for the next three years (2022-2024) formulated by the company complies with the notice on further implementation of cash dividends of listed companies (zjf [2012] No. 37) of China Securities Regulatory Commission The relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2013] No. 43) and the articles of association help to improve and improve the company's sustained and stable dividend policy and supervision mechanism, increase the transparency and operability of profit distribution decisions, and help to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. 7. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, after the completion of this non-public offering, Mr. Zhao Feng will have more than 30% of the company's issued shares, which will trigger the obligation of tender offer. Fengqi investment has promised that the shares subscribed for this time will not be transferred within 36 months from the date of the end of this issuance. Therefore, the board of directors requests the general meeting of shareholders of the company to approve Zhao Feng and his concerted actors from issuing an offer. We believe that it complies with the relevant provisions of the measures for the administration of the acquisition of listed companies and does not damage the legitimate rights and interests of the company and minority shareholders;
8. In accordance with the relevant provisions of the company law, the securities law, the administrative measures and other laws, regulations and normative documents, and in combination with the relevant provisions of the company, the company will establish a special account for the raised funds for the non-public offering of shares. We believe that the company has decided to set up a special account for the raised funds for the non-public offering of shares, and implement the management of special account and special fund, which is in line with the provisions of laws and regulations, which will be conducive to the management and use of the raised funds and improve the efficiency of the use of the raised funds;
9. The preparation and review procedures of the company's documents related to the non-public offering of shares comply with the provisions of laws, regulations, the articles of association and the company's internal management system. The non-public offering plan can only be implemented after being deliberated and approved by the company's general meeting of shareholders and approved by the CSRC.
Board of supervisors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
January 10, 2022
