Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-006 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355)
Notice on convening the second extraordinary general meeting of shareholders in 2022
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.
The 27th meeting of the 5th board of directors of Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as “the company”) was held on January 10, 2022. The meeting decided to hold the second extraordinary general meeting of shareholders in 2022 on Wednesday, January 26, 2022. The relevant matters of this shareholders\’ meeting are hereby announced as follows:
1、 Basic information of the meeting
1. Session: the second extraordinary general meeting of shareholders in 2022.
2. Convener: the board of directors of the company.
3. Legality and compliance of the meeting: after deliberation and approval at the 27th meeting of the Fifth Board of directors of the company, it is decided to convene the second extraordinary general meeting of shareholders in 2022. The convening of the general meeting of shareholders complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 15:00 p.m. on Wednesday, January 26, 2022;
(2) Online voting time: the online voting time through the trading system of Shenzhen stock exchange is 9:15 ~ 9:25, 9:30 ~ 11:30 and 13:00 ~ 15:00 on January 26, 2022; The time for voting through the Internet voting system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on January 26, 2022.
5. Method of meeting:
The shareholders’ meeting adopts the combination of on-site voting and online voting. The general meeting of shareholders will pass the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network. The shareholders of the company can vote on the matters considered at the general meeting of shareholders through the trading system of Shenzhen Stock Exchange or the Internet voting system during the online voting time.
Shareholders of the company can only choose one of on-site voting and online voting. In case of repeated voting of the same voting right, the first voting result shall prevail.
6. Equity registration date: January 20, 2022.
7. Attendees:
(1) As of the closing of the market on the afternoon of January 20, 2022, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend and vote in writing. The shareholder agent does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) Lawyers hired by the company or other guests invited by the board of directors.
8. Venue: 26F, humon land building, Qiaoxiang Road, Futian District, Shenzhen
2、 Matters considered at the meeting
1. Deliberating the proposal on terminating the previous non-public offering of shares;
2. Review the proposal on the company’s compliance with the conditions for non-public development of a shares;
3. Review the proposal on the company’s non-public development of A-Shares in 2022;
3.1 type and par value of issued shares
3.2 issuance method
3.3 issuing object and subscription method
3.4 pricing base date, issue price and pricing principle
3.5 issue quantity
3.6 restricted period of shares issued this time
3.7 arrangement of accumulated undistributed profits before this non-public offering
3.8 place of listing
3.9 amount of raised funds and investment projects
3.10 validity period of this issuance resolution
4. Review the proposal on the company’s plan for non-public development of A-Shares in 2022;
5. Review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of A-Shares in 2022;
6. Deliberating 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;
7. Review the proposal on diluting the immediate return of non-public Development Bank A shares, taking filling measures and commitments of relevant subjects in 2022;
8. Deliberating 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;
9. Deliberating 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;
10. Review the proposal on the report on the use of the company’s previously raised funds;
11. Review the proposal on formulating the shareholder return plan for the next three years (2022-2024);
Proposals 1-9 of the general meeting of shareholders belong to special resolutions, of which proposal 3 needs to be voted one by one, and related shareholders
Motions 1, 3-6 and 8-9 will be withdrawn from voting.
The above-mentioned proposals 1 and 10 have been deliberated and adopted at the 20th meeting of the Fifth Board of directors of the company, and proposals 2-9 and 3 have been deliberated
Case 11 has been deliberated and adopted at the 27th meeting of the 5th board of directors of the company. For details, please refer to the company’s report on 2021
It was published in China Securities Journal, Shanghai Securities Journal, securities times and Securities Journal on July 28, 2012 and January 11, 2022
Securities Daily and cninfo（ http://www.cn.info.com.cn. ）Relevant announcements on.
In accordance with the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the above issues discussed at this general meeting of shareholders
All proposals are major issues affecting the interests of small and medium-sized investors. The company will vote on small and medium-sized investors separately and publicly
disclosure. Small and medium-sized investors refer to those who, except for the directors, supervisors and senior managers of the company, individually or jointly hold 5% of the company
Shareholders other than the shareholders of the above shares.
3、 Proposal code
remarks
Proposal code proposal name the ticked column can vote
100 total proposal √
1.00 proposal on terminating the previous non-public offering √
2.00 proposal on the company meeting the conditions for non-public offering of A-Shares √
3.00 proposal on the company’s non-public offering of A-Shares in 2022 √
3.01 type and par value of shares issued √
3.02 issuance method √
3.03 issuing object and subscription method √
3.04 pricing base date, issue price and pricing principle √
3.05 issue quantity √
3.06 restricted period of shares issued this time √
3.07 arrangement of accumulated undistributed profits before this non-public offering √
3.08 place of listing √
3.09 amount of raised funds and investment projects √
3.10 validity period of this issuance resolution √
4.00 proposal on the company’s plan for non-public offering of A-Shares in 2022 √
Feasibility analysis report on the use of funds raised by the company’s non-public issuance of A-Shares in 2022
Motion to report
About the signing of conditional and effective share subscription agreement between the company and specific objects and this non
Proposal on public offering involving related party transactions
On the company’s non-public offering of A-Shares in 2022, diluting the immediate return and taking filling measures
7.00 √ proposal on construction and commitments of relevant subjects
On submitting to the general meeting of shareholders for approval that Zhao Feng and his persons acting in concert shall be exempted from increasing their holdings of the company by offer
8.00 √ proposal on the company’s shares
Specific matters about requesting the general meeting of shareholders to authorize the board of directors to handle the non-public offering of a shares
9.00 √ appropriate proposal
10.00 proposal on the report on the use of the company’s previously raised funds √
11.00 proposal on formulating shareholder return plan for the next three years (2022-2024) √
4、 Registration Measures for attending meetings
1. Registration time: 8:30-11:30 a.m. and 14:00-17:00 p.m. on January 21, 2022
2. Registration place: Securities Department of Longkou Economic Development Zone Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
3. Registration method:
(1) Natural person shareholders shall go through the registration formalities with their own ID card and shareholder account card; The entrusted agent shall go through the registration formalities with his own ID card, shareholder account card, shareholder power of attorney, etc;
(2) If the legal representative of a legal person shareholder attends the meeting, he / she shall go through the registration formalities with his / her ID card and a copy of his / her business license (with official seal affixed); If an agent entrusted by his legal representative attends the meeting, he shall go through the registration formalities on the strength of his ID card, a copy of his business license (with official seal) and a written power of attorney issued by his legal representative according to law;
(3) Non local shareholders can register by letter or fax with the above relevant certificates (must be delivered or faxed to the Securities Department of the company before 17:00 p.m. on January 21, 2022), and do not accept telephone registration.
5、 Identification and voting procedures of shareholders participating in online voting
The general meeting of shareholders provides shareholders with a voting platform in the form of network. Shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting.
(I) online voting procedures
1. Voting code: 362355
2. Voting abbreviation: Xingmin voting
3. Fill in opinions and vote
The proposals of this shareholders’ meeting are non cumulative voting proposals. For non cumulative voting proposals, fill in the voting opinions: agree, disagree and abstain.
4. When shareholders vote on the general proposal, they are deemed to express the same opinions on all proposals except the cumulative voting proposal.
When shareholders vote repeatedly on the general proposal and specific proposal, the first valid vote shall prevail. If the shareholders vote on the specific proposal first and then on the general proposal, the voting opinion of the specific proposal that has been voted shall prevail, and the voting opinion of the general proposal shall prevail for other proposals that have not been voted; If the general proposal is voted first and then the specific proposal is voted, the voting opinions of the general proposal shall prevail.
(II) procedures for voting through the trading system of Shenzhen Stock Exchange
1. Voting time: trading time on January 26, 2022, i.e. 9:15-9:25 and 9:30-11:00
