Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-005 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Announcement on the resolutions of the 19th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
The notice of the 19th meeting of the Fifth Board of supervisors (hereinafter referred to as the "meeting") of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as the "company") was sent by mail and telephone on January 5, 2022. The meeting was held in the company's conference room in the morning of January 10, 2022 by means of on-site and communication. The meeting should be attended by 3 supervisors, There were 3 supervisors. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association and relevant laws and regulations. The meeting was presided over by Mr. Luo Tianming, the convener.
At this meeting, the following resolutions were formed through the combination of open voting and communication voting:
1. Deliberated and adopted the proposal on the election of the chairman of the board of supervisors;
Mr. Luo Tianming is elected as the chairman of the 5th board of supervisors of the company. His term of office starts from the date of deliberation and approval of the current board of supervisors to the date of expiration of the 5th board of supervisors. See the appendix for his resume.
Voting results: 3 in favor, 0 against and 0 abstention.
2. The proposal on termination of non-public offering of shares in 2021 was deliberated and adopted;
Since the disclosure of the plan for non-public offering of shares in 2021, the relevant situation of the company has changed. After soliciting the opinions of relevant parties such as professional institutions and further full demonstration, the board of supervisors agreed to terminate the non-public offering of shares in 2021 and plan the non-public offering of shares in 2022. For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published by the company on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on termination of non-public offering of shares in 2021. Voting results: 3 in favor, 0 against and 0 abstention.
3. The proposal on the company's compliance with the conditions for non-public development of A-Shares was reviewed and passed, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation;
Upon verification, the company complies with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies
Voting results: 3 in favor, 0 against and 0 abstention.
4. The meeting deliberated and adopted the proposal on the company's non-public development of A-Shares in 2022 by voting one by one, and agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation;
(I) type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
(II) issuance method
The non-public offering of shares is conducted by means of non-public offering to specific objects, and the shares are issued at an appropriate time within the validity period of the approval document of the CSRC on the non-public offering.
Voting results: 3 in favor, 0 against and 0 abstention.
(III) issuing object and subscription method
The object of this issuance is Fengqi investment controlled by Zhao Feng, the actual controller. The issuing object will subscribe for the shares issued by the company in cash.
Voting results: 3 in favor, 0 against and 0 abstention.
(IV) pricing base date, issue price and pricing principle
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.
Voting results: 3 in favor, 0 against and 0 abstention.
(V) issued quantity
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. 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.
Within the above scope, the final issuance quantity shall be determined by the board of directors or the person authorized by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and relevant provisions of the CSRC.
(VI) restricted period of shares issued this time
After the completion of this non-public offering, 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.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) arrangement of accumulated undistributed profits before this non-public offering
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.
Voting results: 3 in favor, 0 against and 0 abstention.
(VIII) listing place
After the expiration of the sales restriction period, the shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) amount of raised funds and investment projects
The total amount of funds raised in this non-public offering does not exceed 973.675 million yuan (including this amount), and the company will use all of them to supplement working capital after deducting the issuance expenses.
Voting results: 3 in favor, 0 against and 0 abstention.
(x) validity period of this issuance resolution
The validity of the resolution on this non-public offering is 12 months from the date when the proposal on this non-public offering is deliberated and adopted by the general meeting of shareholders of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
5. The proposal on the company's plan for non-public development of A-Shares in 2022 was reviewed and approved, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation;
For details, please refer to the company's publication on cninfo.com on January 11, 2022（ 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.
Voting results: 3 in favor, 0 against and 0 abstention.
6. The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was reviewed and approved, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation;
For details, please refer to cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Feasibility analysis report of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. on the use of funds raised by non-public development banks for A-Shares in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
7. The proposal on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank were reviewed and approved, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation; For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published by the company on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on the signing of conditional share subscription agreement between the company and specific objects and the related party transactions involved in this non-public Development Bank.
Voting results: 3 in favor, 0 against and 0 abstention.
8. The proposal on diluting the immediate return of non-public Development Bank A shares, taking filling measures and commitments of relevant subjects in 2022 was reviewed and approved, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation; For details, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published by the company on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on diluting the immediate return of A-Shares of non-public development banks, taking filling measures and commitments of relevant subjects in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
9. The proposal on the company's shareholder return plan for the next three years (2022-2024) was reviewed and approved, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation;
For details, please refer to the company's posting on cninfo.com on January 11, 2022（ http://www.cn.info.com.cn. ）Shareholder return plan for the next three years (2022-2024) on.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Board of supervisors
January 10, 2022
enclosure:
resume
Luo Tianming: male, Chinese nationality, without overseas residency, born in October 1985, Han nationality, bachelor degree. He once served as the channel manager of Lenovo sunshine Yulu Information Technology Service Co., Ltd., the information technology engineer, the general administrative director of the office, the deputy director of the office and the assistant to the general manager of Taikang Life Insurance Shenzhen Branch, and the chairman of the Netposa Technologies Ltd(300367) board of supervisors. He has been a supervisor of the company since January 7, 2022.
Up to now, Mr. Luo Tianming does not hold shares of the company, has no relationship with shareholders holding more than 5% of the company, actual controllers, other directors, supervisors and senior managers, and has not been punished by the CSRC and other departments and disciplined by the stock exchange, There is no case filed by the judicial organ for investigation due to suspected crime or filed by the CSRC for inspection due to suspected violations of laws and regulations. It is not a dishonest person and meets the qualifications required by relevant laws, administrative regulations, departmental rules, normative documents, stock listing rules and other provisions of the exchange.
