Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Prior approval opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors
As an independent director of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as the "company"), in accordance with the company law of the people's Republic of China ("company law"), the securities law of the people's Republic of China ("Securities Law") and the guiding opinions on the establishment of independent director system in listed companies Measures for the administration of securities issuance by listed companies ("measures for the administration of issuance"), detailed rules for the implementation of non-public offering of shares by listed companies ("detailed rules"), guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange The articles of association of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. ("the articles of association") and the working system of independent directors of the company carefully reviewed the relevant proposals to be submitted to the 27th meeting of the Fifth Board of directors of the company for deliberation based on the principle of seeking truth from facts, and after careful verification, All independent directors of the company gave the following prior approval opinions on relevant proposals and matters at the 27th meeting of the Fifth Board of directors:
1、 Prior approval opinions on the termination of non-public offering of shares in 2021
The termination of the company's non-public offering of shares in 2021 will not have a material impact on the company's operation, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to submit the proposal on termination of non-public offering of shares in 2021 to the 27th meeting of the Fifth Board of directors for deliberation. 2、 Prior approval opinions on the company meeting the conditions for non-public offering of a shares
The company complies with the provisions on non-public offering of A-Shares by listed companies and has the qualifications and conditions for non-public offering of shares. The company's relevant plans and plans for this non-public offering of shares comply with 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 (revised in 2020) and other laws Regulations and normative documents. The scheme is reasonable and feasible, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3、 Prior approval opinions on the company's plan and plan for non-public offering of A-Shares in 2022
The company's non-public offering of A-Shares is in line with the current market situation and the actual situation of the company, which is feasible. The relevant plans and plans for the company's non-public offering of shares in 2022 comply 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 of listed companies (revised in 2020) and other laws, regulations and normative documents. Through this non-public offering of shares, it is conducive to meeting the needs of the company's production and operation for working capital, ensuring the company's sustainable and stable operation in the future, and in line with the interests of the company and all shareholders.
4、 Prior approval opinions on the feasibility analysis report on the use of the funds raised by the non-public offering of A-Shares the feasibility analysis report on the use of the funds raised by the company's non-public offering of shares comprehensively considers the company's development strategy, financial situation and capital demand, and fully demonstrates the necessity of the non-public offering of shares, the object of the offering The appropriateness of the quantity and standard, the rationality of the pricing principle, basis, method and procedure of this offering, and the fairness and rationality of the non-public offering scheme are in line with the interests of the company and all shareholders, as well as the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
5、 Prior approval opinions on the risk prompt and filling measures for the diluted immediate return of the company's non-public offering of shares and the commitments of relevant subjects
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、 Prior approval opinions on the signing of conditional effective share subscription agreement and related party transactions between the company and the subscription object
After examination, we believe that the subscription objects of this non-public offering of shares meet the conditions specified in the issuance management measures, implementation rules and other laws and regulations. The terms and signing procedures of the conditional effective share subscription agreement signed by the company and the subscription object comply with the provisions of laws, regulations and normative documents, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
The issuance of shares to Fengqi investment constitutes a connected transaction. The price and pricing method of the connected transaction are reasonable and fair, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and minority shareholders.
7、 Prior approval opinions on exemption from tender offer
After review, we believe that Fengqi investment's subscription for the company's non-public offering of shares will lead Zhao Feng and his concerted actors to trigger the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies. Fengqi investment has promised that the shares it subscribes will not be transferred within 36 months from the date of the end of the issuance. After the approval of the general meeting of shareholders of the company, Zhao Feng and his persons acting in concert are exempted from acquiring the company's shares by offer, which is in line with the provisions of the administrative measures for the acquisition of listed companies. 8、 Prior approval opinions on the company's shareholder return plan for the next three years (2022-2024)
After review, the shareholder return plan for the next three years (2022-2024) formulated by the company complies with the relevant provisions of the notice on further implementation of cash dividends of listed companies (zjf [2012] No. 37), the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies (zjf announcement [2013] No. 43) and the articles of association of the company issued by the CSRC, It helps to improve and improve the company's sustained and stable dividend policy and supervision mechanism, increases the transparency and operability of profit distribution decisions, and helps to effectively safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
In conclusion, we believe that the relevant proposals comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. Therefore, we unanimously agree to submit the above proposal to the 27th meeting of the Fifth Board of directors of the company for deliberation.
Independent directors: Hu Shejiao, Shao Shifeng, Xiao Yahong and Li ningzi January 5, 2022
