Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2021-011 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
On submitting to the general meeting of shareholders for approval Zhao Feng and his persons acting in concert
Announcement of exemption from increasing the company’s shares by offer
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 27th meeting of the Fifth Board of directors on January 10, 2022, deliberated and adopted the proposal on submitting to the general meeting of shareholders for approval that Zhao Feng and his persons acting in concert should be exempted from increasing the company’s shares by offer. This proposal needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows: the company held the 27th meeting of the Fifth Board of directors on January 10, 2022, and deliberated and adopted the relevant proposals on the company’s non-public offering of shares in 2022. Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as “Fengqi investment”) controlled by Mr. Zhao Feng, the actual controller of the company, intends to subscribe for the company’s non-public offering in cash. Before this non-public offering, Fengqi investment did not hold any shares of the company. Zhao Feng held 6.45% of the shares of the company by controlling Qingdao chuangjiang environmental protection new energy technology Co., Ltd. (hereinafter referred to as “chuangjiang environmental protection”) and 25.11% of the voting rights of the company by entrusted voting rights of Sichuan Shengbang chuangheng Enterprise Management Co., Ltd. (hereinafter referred to as “Sichuan Shengbang”). According to the calculation of the upper limit of 186171120 shares in this non-public offering, after the completion of this non-public offering, Zhao Feng will hold 28.04% of the shares of the company by controlling Fengqi investment and chuangjiang environmental protection, and 42.40% of the voting rights of the company by entrusted voting rights of Sichuan Shengbang. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, Fengqi’s subscription for the non-public offering of shares will cause Zhao Feng and his concerted actors to trigger the obligation of tender offer.
Whereas this non-public offering will not lead to the change of the actual controller of the company, which is conducive to the long-term development of the company, and Fengqi investment has promised that the shares it subscribed for in this non-public offering will not be transferred within 36 months from the date of issuance (in case of subsequent changes in relevant laws and regulations and normative documents of securities regulatory authorities, the above locking period will be adjusted accordingly), In line with the exemption from increasing shares by offer stipulated in the administrative measures for the acquisition of listed companies, the board of directors submitted to the general meeting of shareholders for approval that Zhao Feng and his persons acting in concert were exempted from increasing shares by offer.
It is hereby announced.
Board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
January 11, 2022
