Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202216 Xiamen Meiya Pico Information Co.Ltd(300188)
Plan for issuing shares to specific objects
March, 2002
Issuer statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
After the issuance of shares to specific objects is completed, the company shall be responsible for the changes of the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
The company’s plan for issuing shares to specific objects this time is the explanation of the board of directors of the company for issuing shares to specific objects this time. Any statement to the contrary is untrue.
The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan need to be deliberated and approved by the general meeting of shareholders and approved or approved by relevant examination and approval authorities.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
1. Matters related to the company’s issuance of shares to specific objects have been deliberated and adopted at the 7th Meeting of the 5th board of directors of the company. In accordance with the provisions of the company law, the securities law, the measures for the administration of securities registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public development of shares by listed companies and other relevant laws, regulations and normative documents, Matters related to the company’s issuance of shares to specific objects need to be reviewed and approved by the general meeting of shareholders of the company and the competent State-owned Assets Department of the subscription object; At the same time, the issuance can be implemented only after it is examined and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2. The issuing object of this issuance is SDIC Intelligent Technology Co., Ltd., which subscribes the shares issued in cash.
3. The pricing benchmark date of this offering to specific objects is the announcement date of the resolution of the seventh meeting of the Fifth Board of directors of the company on this offering.
The issuing price of the shares issued to specific objects is 12.29 yuan / share, and the issuing price shall not be less than 80% of the average price of the company’s shares on the 20 trading days before the pricing benchmark date (the average price of the company’s shares on the 20 trading days before the pricing benchmark date = the total amount of stock transactions on the 20 trading days before the pricing benchmark date ÷ the total amount of stock transactions on the 20 trading days before the pricing benchmark date). If national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of issuing shares to specific objects, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
If the company has ex right and ex interest matters such as dividend distribution, bonus shares or conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the lower limit of this issuance price will be adjusted accordingly. The adjustment method is:
Assuming that the issue price before adjustment is P0, the number of bonus shares or capital reserve converted into share capital per share is n, the dividend / cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend / Cash Dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
4. The number of shares issued to specific objects this time shall not exceed 61838893 shares (including this number), and shall not exceed 30% of the total share capital of the company before this issuance. If the total share capital of the company as of December 31, 2021 is 807122669 shares, that is, it shall not exceed 242136800 shares.
Before this issuance, if the company’s shares have ex dividend and ex dividend matters such as dividend distribution, bonus shares, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, or the total share capital of the company has changed due to share repurchase, employee equity incentive plan and other matters, the upper limit of the number of shares issued to specific objects will be adjusted accordingly. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance within the scope of authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws, regulations and normative documents and according to the actual situation of the issuance after being reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration.
5. The shares subscribed by the issuing object to be issued to specific objects shall not be transferred within 18 months from the date of the end of this issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. The reduction of the company’s shares acquired by the issuing object due to this issuance after the expiration of the sales restriction period shall also comply with the relevant provisions of laws, regulations, normative documents and relevant rules of the exchange. After the issuance to specific objects, the company’s shares increased due to the company’s share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. If there are the latest regulatory opinions or other regulatory documents on the issuance of shares to the company, the company will adjust the latest regulatory opinions or other regulatory documents in accordance with the relevant provisions of the state.
6. The total amount of funds raised by the company from the issuance of shares to specific objects this time is no more than 760 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
7. After the issuance of shares to specific objects is completed, the controlling shareholders and actual controllers of the company remain unchanged, which will not lead to the company’s equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits of the company before the issuance of shares to specific objects shall be shared by the new and old shareholders after the issuance according to the shareholding ratio after the issuance.
9. In order to further enhance the transparency of the company’s cash dividends and continuously improve the decision-making procedures and mechanisms of the board of directors and the general meeting of shareholders on the company’s profit distribution, according to the provisions of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, The seventh meeting of the 5th board of directors of the company deliberated and approved the shareholder return plan for the next three years (20222024), which will be submitted to the general meeting of shareholders for deliberation.
The company’s current cash dividend policy meets the relevant requirements of the CSRC, the dividend standard and proportion are clear and clear, and the relevant decision-making and mechanism are complete, which fully protects the legitimate rights and interests of small and medium-sized investors. For specific profit distribution policies and dividends, please refer to “Section VII profit distribution policies and implementation of the company” in this plan. 10. According to the relevant provisions of the opinions 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) issued by the general office of the State Council and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has formulated the measures to fill the diluted immediate return after the issuance of shares to specific objects, and the controlling shareholders, directors and senior managers of the company have made commitments to fill the diluted immediate return issued to specific objects, For relevant measures and commitments, please refer to “v. relevant commitments of the controlling shareholders, directors and senior managers of the company on the issuance of diluted immediate return to specific objects” in “Section VIII statements and commitments of the board of directors related to this issuance” of this plan.
At the same time, the company specially reminds investors that the formulation of filling return measures does not guarantee the company’s future profits.
catalogue
The issuer declares that one
Special tips two
catalogue five
interpretation…… seven
Section 1 Summary of the stock issuance scheme to specific objects nine
1、 Basic information of the company nine
2、 Background and purpose of this release to specific objects nine
3、 Issuing object and its relationship with the company eleven
4、 Summary of this release scheme to specific objects eleven
5、 Whether this issuance constitutes a connected transaction thirteen
6、 Does this issuance lead to changes in the company’s control fourteen
7、 The approval procedure for this issuance fourteen
Section 2 basic information of the issuing object fifteen
1、 Overview of distribution objects II. The issuer and its directors, supervisors and senior managers have been subject to administrative punishment, criminal punishment or involvement in
Major civil litigation or arbitration related to economic disputes eighteen
3、 Horizontal competition and related party transactions after the completion of this offering IV. major transactions between the issuing object and its controlling shareholders and the listed company within 24 months before the disclosure of the issuance plan
Situation eighteen
Section III summary of relevant agreements issued to specific objects this time twenty
1、 This offering twenty
2、 Approve twenty-two
3、 Payment of subscription price twenty-three
4、 Delivery and subsequent matters of delivery twenty-three
5、 Taxes and fees twenty-four
6、 Liability for breach of contract twenty-four
7、 Entry into force, modification and termination of the agreement twenty-five
Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-six
1、 The use plan of the raised funds twenty-six
2、 Analysis on the necessity and feasibility of the investment of the raised funds twenty-six
3、 The impact of this issuance on the company’s operation and management and financial status twenty-nine
4、 Matters related to the investment projects with raised funds for approval thirty
5、 Conclusion on the feasibility of using the funds raised by issuing shares to specific objects thirty
Section V discussion and analysis of the board of directors on the impact of this issuance on the company 31 I. whether there is an integration plan for the business and assets of the listed company after the issuance, and whether the articles of association are adjusted; Anticipate
Changes in shareholder structure, senior management structure and business structure thirty-one
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 32 III. business relationship, management relationship, related party transactions and the same relationship between the company and its controlling shareholders and their affiliates after the issuance
Industry competition and other changes thirty-two
4、 After the completion of this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates,
Or the guarantee provided by the listed company for the controlling shareholder and its affiliates V. whether the liability structure of the listed company is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Is there a situation that the debt ratio is too low and the financial cost is unreasonable thirty-three
Section VI description of risks related to this issuance thirty-four
1、 Policy and market risks thirty-four
2、 Risks in operation and management thirty-four
3、 Business risks thirty-five
4、 Financial risks thirty-five
5、 Issuance related risks thirty-six
Section VII profit distribution policy and implementation of the company thirty-eight
1、 The company’s profit distribution policy thirty-eight
2、 Use of cash dividends and undistributed profits of the company in the last three years forty-one
3、 Shareholder return plan for the next three years forty-two
Section VIII commitments of the board of directors and matters related to the issuance forty-six
1、 Statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering forty-six
2、 Statement that there is no breach of faith in the company forty-six
3、 Diluted immediate return and filling measures for the issuance of shares to specific objects forty-six
4、 The company’s risk tips for issuing diluted immediate return to specific objects this time V. relevant opinions of the controlling shareholders, directors and senior managers of the company on the issuance of diluted immediate return to specific objects
promise…… fifty
Section IX other matters that need to be disclosed fifty-two
interpretation
Unless the context otherwise requires, the following abbreviations have the following meanings:
Abbreviation refers to the full name
Xiamen Meiya Pico Information Co.Ltd(300188) / company / issuer means Xiamen Meiya Pico Information Co.Ltd(300188)
SDIC intelligent refers to SDIC Intelligent Technology Co., Ltd., which is the controlling shareholder of Xiamen Meiya Pico Information Co.Ltd(300188) company
SDIC group refers to national development and Investment Group Co., Ltd
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council, which is the actual controller of Xiamen Meiya Pico Information Co.Ltd(300188) company
This issuance, this issuance of shares to specific objects, and this issuance of shares to specific objects refer to Xiamen Meiya Pico Information Co.Ltd(300188) the issuance of shares to specific objects
This plan refers to the plan of Xiamen Meiya Pico Information Co.Ltd(300188) issuing shares to specific objects
This plan and return plan refer to Xiamen Meiya Pico Information Co.Ltd(300188) “return plan for shareholders in the next three years (20222024)”
The pricing benchmark date refers to the announcement date of the resolution of the seventh meeting of the Fifth Board of directors
Board of directors refers to Xiamen Meiya Pico Information Co.Ltd(300188) board of directors
Board of supervisors means
