Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-007 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Share subscription agreement signed by the company and specific objects with conditional effect
And the announcement that the non-public offering involves related party transactions
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.
Important content tips:
The non-public offering of A-Shares in 2022 still needs to be considered and approved by the general meeting of shareholders and the China Securities Regulatory Commission. Whether the non-public offering of A-Shares can obtain relevant approval or approval, and the time of obtaining relevant approval or approval is uncertain.
1、 Overview of related party transactions
Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as “the company” or “the company”) and Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as “Fengqi investment”) signed the conditional share subscription agreement between Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. and Shenzhen Fengqi Investment Co., Ltd. (hereinafter referred to as “the agreement”) on January 10, 2022 。 The company plans to non publicly issue no more than 186171120 RMB common shares A-Shares (the specific number of shares to be issued will be determined through negotiation between the company and the lead underwriter in accordance with the relevant provisions of the CSRC after the non-public offering has obtained the approval documents of the CSRC, hereinafter referred to as the “issuance”), Fengqi investment plans to subscribe for all the shares of the non-public offering in cash.
Since Fengqi investment is a company controlled by Mr. Zhao Feng, the actual controller of the company, and will become a shareholder holding more than 5% of the company’s shares after subscribing for the non-public offering, Fengqi investment’s subscription for the company’s non-public offering constitutes a connected transaction in accordance with the stock listing rules of Shenzhen stock exchange and the articles of association, However, it does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
This connected transaction has been deliberated and approved at the 27th meeting of the Fifth Board of directors held on January 10, 2022, and the connected director Mr. Zhao Feng withdrew from voting. The proposal has been approved by the independent directors in advance before being submitted to the board of directors of the company for deliberation, and the independent directors have expressed their independent opinions on this connected transaction. The related party transaction still needs to obtain an avoidance vote.
2、 Basic information of related parties
1. Basic information of Fengqi investment
Name: Shenzhen Fengqi Investment Co., Ltd
Unified social credit Code: 91440300ma5fryf056
Date of establishment: September 5, 2019
Registered capital: 500 million yuan
Legal representative: Zhao Feng
Address: No. 2601-3089, enterprise building, No. 26, Futian community, 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.
2. Equity control relationship
As of the disclosure date of this announcement, the equity control relationship of Fengqi investment is as follows:
Note: Zhao Feng and he Lehua are mother child relationship.
3. Main business
Fengqi investment was established in September 2019. Since its establishment, its main business has been investment consulting and venture capital.
4. Main financial data of the last year
Unit: Yuan
Project from January to September 2021 / September 30, 2021 / December 31, 2020
Total assets 15419.21 344.33
Total liabilities 0.6 10.6
Total owner’s equity 15418.61 333.73
Operating income —
Net profit 0.08 -16.27
Note: the above financial data (individual) has not been audited.
5. Association relationship
Fengqi investment is a company controlled by Mr. Zhao Feng, the actual controller of the company. It subscribes the non-public offering shares of the company in cash, which constitutes a connected transaction.
6. Other instructions
Upon inquiry, Fengqi investment does not belong to the dishonest executee.
3、 Basic information of related party transactions
The subject matter of this transaction is the non-public issuance of RMB common shares of the company.
4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of the company on this non-public offering (i.e. January 11, 2022). The issuing price of the non-public offering is 5.23/share, which is not less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date). In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the price of this non-public offering will be adjusted accordingly.
5、 Main contents of the conditional effective share subscription agreement
(I) contract subject and signing time
Party A: Shenzhen Fengqi Investment Co., Ltd
Party B: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Signed on: January 10, 2022
(II) subject matter of subscription
Party B intends to raise funds by issuing shares to Party A in the form of non-public offering.
The number of RMB common shares (A shares) to be non-public issued this time shall not exceed 186171120 shares (inclusive), not more than 30% of the total share capital of the company before this issuance, with a par value of 1.00 yuan per share. The final number of shares issued in this non-public offering shall be determined by the issuer’s 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 the relevant provisions of the CSRC.
(III) subscription price and quantity
1. Subscription price
(1) The pricing benchmark date of the non-public offering of shares is the announcement date of the resolution of the board of directors of the offering, i.e. January 11, 2022. Through consultation, the issuing price of the shares issued by Party B is 5.23 yuan / share, Not less than 80% of the average stock trading price of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) 20 trading days before the pricing benchmark date (average stock trading price of 20 trading days before the pricing benchmark date = total stock trading volume of 20 trading days before the pricing benchmark date / total stock trading volume of 20 trading days before the pricing benchmark date).
(2) During the period from the pricing benchmark date of this issuance to the issuance date, if the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price of this issuance will be adjusted accordingly.
2. Subscription quantity
(1) Party A shall subscribe no more than 186171120 shares (including) in cash. The final number of shares issued by Party B in this non-public offering shall be determined by the issuer’s 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 the relevant rules of the CSRC.
(2) If the number of shares in this non-public offering is actively adjusted by the issuer due to the review requirements of the CSRC or according to the requirements of the issuance approval documents, the number of shares subscribed by Party A shall be adjusted accordingly according to the above subscription proportion. The specific subscription quantity and amount will be agreed by Party A and Party B by signing a supplementary agreement at that time.
(3) If the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of shares in this non-public offering will be adjusted accordingly.
(IV) payment of subscription price and stock delivery
1. After Party A has obtained the final approval from the China Securities Regulatory Commission, Party A shall issue a written notice to the non-public issuer {0025} according to the requirements of the China Securities Regulatory Commission, Before the payment date determined in the notice, the share subscription price shall be paid in cash to the bank account designated by the lead underwriter.
2. After Party A pays the subscription price, Party B shall register the shares subscribed by Party A with the securities registration and settlement institution as soon as possible.
(V) share locking
1. The shares of Party B subscribed by Party A in this offering shall not be transferred within 36 months from the date of the end of this offering. Party A shall issue relevant lock-in commitments for the shares subscribed in this non-public offering in accordance with relevant laws and regulations and relevant provisions of CSRC and Shenzhen Stock Exchange, and handle relevant share lock-in procedures.
2. Where the relevant laws, regulations and normative documents have special requirements on the restricted sale of shares, the provisions of the relevant laws, regulations and normative documents shall prevail.
3. After the expiration of the above-mentioned lock-in period, the transfer and transaction of the shares subscribed by Party A shall be handled in accordance with the applicable laws and regulations in force at that time and the rules of Shenzhen Stock Exchange. The issuer does not make any guarantee and commitment, but the issuer shall timely cooperate with Party A in handling the relevant procedures required for the lifting of the restrictions on the sale of shares.
(VI) effectiveness of the agreement
1. This agreement is a conditional agreement, which shall be established on the date of signing by Party A and Party B, and shall come into force on the date when all the following preconditions are met:
(1) The issuance was approved by the board of directors and the general meeting of shareholders of the issuer;
(2) The issuance was approved by the CSRC.
2. If the above agreed conditions for the effectiveness of the agreement fail to be achieved, resulting in the failure of the effectiveness and performance of this agreement, Party A and Party B shall not investigate the legal responsibility of the other party.
(VII) liability for breach of contract
1. If one party fails to comply with or perform the agreements, obligations or responsibilities, representations or warranties under this agreement, it shall constitute a breach of contract, and the breaching party shall be responsible for compensating the losses suffered by the other party, unless otherwise agreed by both parties.
2. If Party A fails to perform its obligation to pay the subscription price in full and on time as agreed in this agreement, it will constitute a fundamental breach of this agreement, and Party A shall pay liquidated damages to Party B at one thousandth of the unpaid subscription price every day; If it is delayed for 10 working days and fails to pay in full, it shall be deemed to give up the subscription for the shares corresponding to the unpaid subscription money. The subscription price and fruits paid to Party B shall belong to Party B, and Party B has the right to terminate the contract.
3. If the issue under this agreement is not approved: (1) the board of directors of the issuer; (2) Deliberated and approved by the issuer’s general meeting of shareholders; (3) The approval of CSRC shall not constitute Party B’s breach of contract, and Party B shall not be liable for breach of contract.
4. When a party assumes the liability for compensation as agreed in this agreement, it shall not be exempted from continuing to perform the obligations agreed in this agreement. 6、 The purpose of this connected transaction and its impact on the listed company
After Fengqi investment subscribes all the shares of the company in this non-public offering, it will become the controlling shareholder of the company, indicating its support for the company’s development strategy and confidence in the company’s development prospects. After deducting the issuance expenses, the total amount of funds raised from the non-public offering of shares will be used to supplement working capital, which is conducive to enhancing the company’s capital strength, alleviating the pressure on the company’s working capital, strengthening the actual controller’s control over the company, improving investor confidence and in line with the interests of the company and all shareholders. This non-public offering will not change the actual control of the company. After the completion of this issuance, the company will not be occupied by the controlling shareholders and their affiliates or provide guarantees for them due to this issuance. 7、 Accumulated various related party transactions with the related party
From the beginning of 2022 to the disclosure date of this announcement, the company has no other related party transactions with Fengqi investment except this related party transaction.
8、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinion
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.
2. Independent opinion
Shenzhen Fengqi Investment Co., Ltd., controlled by Mr. Zhao Feng, the actual controller of the company, subscribed for the non-public offering, constituting a connected transaction. The price of this non-public offering is determined in accordance with the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares and other relevant laws and regulations, and the price is objective and fair; The terms of the conditional effective share subscription agreement signed by the company and Fengqi investment are reasonable and legal. This connected transaction follows the principles of fairness, openness and impartiality, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. When the board of directors of the company deliberated the related party transaction related proposals, the related directors avoided voting, and the voting procedures were legal and effective. Therefore, we agree that the non-public offering of shares involves related party transactions and agree to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation.
9、 Documents for future reference
1. Resolutions of the 27th meeting of the 5th board of directors;
2. Fifth session
