Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-012 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355)
Suggestive announcement on the proposed change of controlling shareholders
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. Special tips:
1. The company plans to issue non-public shares to Shenzhen Fengqi Investment Co., Ltd. controlled by Zhao Feng, the actual controller. According to the calculation of the upper limit of 186171200 shares in this non-public offering, after the completion of this non-public offering, Fengqi investment will hold 23.08% of the shares of the company, which will become the controlling shareholder of the company, and Mr. Zhao Feng is still the actual controller of the company. 2. Fengqi investment has promised that its subscribed shares in this non-public offering of the company will not be transferred within 36 months from the date of completion of the offering, which is in line with the exemption from issuing a takeover offer stipulated in Article 63 of the measures for the administration of the acquisition of listed companies. The board of directors of the company has deliberated and approved the proposal on requesting the general meeting of shareholders to approve Zhao Feng and his persons acting in concert to be exempted from increasing the company’s shares by offer, which is yet to be deliberated by the general meeting of shareholders of the company.
1、 Basic information of this non-public offering
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 and the 19th meeting of the Fifth Board of supervisors on January 10, 2022, deliberated and adopted the proposal on the company’s plan for non-public development and issuance of A-Shares in 2022 and other proposals. The company plans to issue no more than 186171200 shares in non-public, The issuing object is Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as “Fengqi investment”). According to the calculation of the maximum number of shares in this non-public offering of 186171200 shares, after the completion of this non-public offering, Fengqi investment will hold 186171200 shares of the company, accounting for 23.08% of the total share capital of the company after the issuance, and it will become the controlling shareholder of the company.
2、 Basic information of issuing object
Company name: Shenzhen Fengqi Investment Co., Ltd
Legal representative: Zhao Feng
Unified social credit Code: 91440300ma5fryf056
Date of establishment: September 5, 2019
Registered capital: 500 million yuan
Registered address: 2601-a1, 26th floor, humon land building, 3089 Qiaoxiang Road, Xiangling community, Xiangmihu street, Futian District, Shenzhen
Business scope: general business items: investment and establishment of industries (specific projects will be reported separately), investment consultation and venture capital. Licensed business items: none.
3、 The main contents of the conditional effective share subscription agreement signed by the company and the issuing object
On January 10, 2022, Fengqi investment signed the conditional effective share subscription agreement with the company. See the company’s website at cninfo.com for relevant terms（ http://www.cn.info.com.cn. ）2022 plan for non-public development of A-Shares of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. and other relevant documents disclosed on the.
4、 Proposed changes of controlling shareholders of the company
Before this equity change, Fengqi investment did not hold the company’s shares. Qingdao chuangjiang environmental protection new energy technology Co., Ltd. (hereinafter referred to as “chuangjiang environmental protection”) directly held 6.45% of the company’s shares and held 25.11% of the company’s voting rights through the voting rights entrusted by Sichuan Shengbang chuangheng Enterprise Management Co., Ltd. (hereinafter referred to as “Sichuan Shengbang”). Chuangjiang environmental protection is the controlling shareholder of the company and Zhao Feng is the actual controller of the company.
According to the calculation of the maximum number of shares in this non-public offering of 186171200 shares, after the completion of this non-public offering, chuangjiang environmental protection holds 19.32% of the voting rights of the company through Sichuan Shengbang entrusted voting rights, and Fengqi investment will hold 23.08% of the shares of the company. Therefore, Fengqi investment will become the controlling shareholder of the company, and Zhao Feng will remain the actual controller of the company. 5、 Other risk tips
1. As of the disclosure date of this announcement, 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.
2. The non-public offering still needs to be approved by the general meeting of shareholders and the CSRC. Whether the non-public offering can obtain relevant approval or approval, and the time of obtaining relevant approval or approval is uncertain.
3. This equity change complies with the relevant provisions on exemption from making an offer in Article 63 of the administrative measures for the acquisition of listed companies. After the general meeting of shareholders of the company deliberates and passes the proposal that Zhao Feng and his persons acting in concert are exempted from making an offer, Zhao Feng and his persons acting in concert may be exempted from making an offer.
It is hereby announced.
Board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
January 11, 2022
