Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-004 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
Announcement on the resolution of the 27th meeting of the 5th board of directors
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 note: Shenzhen Fengqi Investment Co., Ltd., controlled by Mr. Zhao Feng, the actual controller of the company, intends to subscribe for the company’s non-public offering, which constitutes a connected transaction. According to the Listing Rules of Shenzhen Stock Exchange, Mr. Zhao Feng will avoid voting on some relevant proposals involving non-public.
The notice of the 27th meeting of the Fifth Board of directors (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 in the combination of on-site and communication. The meeting should be attended by 7 directors, One director attended the meeting and six participated in communication voting. The meeting was convened 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 convened and presided over by Mr. Zhao Feng, chairman of the board.
At this meeting, the following resolutions were formed by a combination of open voting and communication voting:
1、 Deliberated and passed the proposal on the election of vice chairman;
Mr. Jiang Chao is elected as the vice chairman of the 5th board of directors of the company. His term of office starts from the date of deliberation and approval of the current board of directors to the date of expiration of the 5th board of directors. See the appendix for his resume.
Voting results: 7 in favor, 0 against and 0 abstention.
2、 The proposal on adjusting the members of special committees of the board of directors was deliberated and adopted;
Due to the change of the members of the board of directors, it is agreed to adjust the composition of the special committee of the board of directors. The adjusted members of the special committee are as follows:
1. Strategic Development Committee: composed of 5 directors, Mr. Zhao Feng as the chairman (convener), and Mr. Jiang Chao, Mr. Gao Henan, Mr. Hu Shejiao (independent director) and Mr. Li ningzi (independent director);
2. Audit Committee: composed of three directors, with Mr. Shao Shifeng (independent director) as the chairman (convener), and Ms. Xiao Yahong (independent director) and Mr. Jiang Chao as members;
3. Nomination Committee: composed of three directors, Mr. Li ningzi (independent director) as the chairman (convener), and Mr. Shao Shifeng (independent director) and Mr. Zhao Feng as members;
4. Remuneration and assessment committee: it is composed of three directors, with Ms. Xiao Yahong (independent director) as the chairman (convener), and Mr. Hu Shejiao (independent director) and Mr. Jiang Chao as members.
There were no affirmative votes and 7 abstentions.
3、 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 directors 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: 7 in favor, 0 against and 0 abstention.
4、 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;
In accordance 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, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, the board of directors of the company conducted item by item self-examination on the requirements and conditions of non-public offering of a shares, It is considered that the company meets the relevant provisions on non-public issuance of a shares.
Voting results: 7 in favor, 0 against and 0 abstention.
5、 The meeting deliberated and passed the proposal on the company’s non-public offering of shares in 2022 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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(III) issuing object and subscription method
The object of this issuance is Fengqi investment controlled by Zhao Feng, the actual controller, and the issuing object will subscribe for the company in cash
Voting results: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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.
Voting results: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(IX) amount of raised funds and investment projects
The total amount of funds raised in this non-public offering does not exceed 973675000 yuan (including this amount), and the company is deducting the issuance fee
Voting results: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
(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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
6、 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 posting 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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
7、 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 the company’s posting on 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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
8、 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: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
9、 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 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 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.
Voting results: 6 in favor, 0 against, 0 abstention, and Zhao Feng, a related director, avoided voting.
10、 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.
In order to implement 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), protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, According to the relevant requirements of the guiding opinions on matters related to IPO, refinancing and dilution of immediate return in major asset restructuring (CSRC announcement [2015] No. 31), the company analyzed the impact of this non-public offering on dilution of immediate return, and put forward specific measures to fill in the return.
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, 2021（ 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: 7 in favor, 0 against and 0 abstention.
11、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of non-public development of A-Shares was reviewed and approved, and it was agreed to submit the proposal to the second extraordinary general meeting of shareholders in 2022 for deliberation;
In order to ensure the efficient, orderly promotion and smooth implementation of the company’s non-public offering of shares, in accordance with relevant laws, regulations and the articles of association, the board of directors of the company submits to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares. Including but not limited to:
1. To the extent permitted by laws, regulations and other normative documents and the articles of association, formulate, adjust, modify, supplement and implement the specific plan of this non-public offering in accordance with the requirements of the securities regulatory authority and in combination with the market environment and the specific situation of the company, including but not limited to the issuance time, issuance quantity, issuance start and end date, issuance price, issuance object The purpose of the raised funds and other matters related to the non-public offering of shares;
2. Prepare, modify and submit the application materials, feedback replies and commitments for this non-public offering of shares in accordance with relevant laws and regulations and the requirements of the competent authorities
