Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202213 Xiamen Meiya Pico Information Co.Ltd(300188)
Announcement of resolutions of the 7th 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.
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the articles of association of Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as the "company") and the rules of procedure of the board of directors, The company held the seventh meeting of the 5th board of directors in the afternoon of March 2, 2022 by means of communication meeting. The notice of the meeting was delivered by e-mail and instant messaging in the morning of March 2, 2022. This meeting is an interim meeting of the board of directors held in accordance with the provisions of the articles of association. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and all directors attended the meeting in person. The company's supervisors and the Secretary of the board of directors attended the meeting as nonvoting delegates. This meeting was convened and presided over by Mr. Tengda, chairman of the board of directors. The convening, convening and the number of directors participating in the voting of the meeting comply with the provisions of relevant laws, regulations and normative documents.
1、 Deliberations of the board meeting
After careful deliberation, all directors passed the following resolutions by written voting:
(I) the proposal on the issuance of shares to the company meets the conditions for deliberation and approval
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 and registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version) and other relevant laws, regulations and normative documents, The board of directors of the company has conducted self-examination and demonstration on the actual situation of the company item by item and believes that the company meets the relevant provisions and requirements on issuing shares to specific objects in the current laws and regulations and normative documents, and has the qualifications and conditions for issuing shares to specific objects.
The independent directors of the company have expressed their independent opinions clearly agreed to this proposal. For details, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the company's stock issuance scheme to specific objects was deliberated and adopted item by item
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 and registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version) and other relevant laws, regulations and normative documents, and in combination with the specific situation of the company, The issuance plan for issuing shares to specific objects (hereinafter referred to as "this issuance") is formulated as follows:
(1) Types and par value of the shares issued this time
The type of shares issued to specific objects this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(2) Issuing method and time
This issuance adopts the method of issuing shares to specific objects. The company will choose an appropriate time to issue shares to specific objects within the validity period after passing the examination of Shenzhen Stock Exchange and being approved and registered by China Securities Regulatory Commission. Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(3) Issuing object and subscription method
The issuing object of the shares issued to specific objects this time is SDIC Intelligent Technology Co., Ltd., and the issuing object subscribes for the shares issued this time in cash.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(4) Pricing base date, issue price and pricing method
The pricing benchmark date of this offering is the announcement date of the resolution of the board of directors on this offering of shares to specific objects (i.e. the announcement date of the resolution of the seventh meeting of the Fifth Board of directors of the company).
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. Adjustment method: assuming that the issue price before adjustment is P0, the number of bonus shares or capital reserve converted into share capital 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).
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(5) Number of issues
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 rights and ex interests 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, or the total share capital of the listed company changes 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 this 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 Shenzhen Stock Exchange and approved by the CSRC for registration.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(6) Purpose of raised funds
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.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(7) Restricted period
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.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(8) Listing place of this offering
The issuance of shares to specific objects will apply for listing and trading in Shenzhen Stock Exchange.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(9) Accumulated profit arrangement before issuing shares to specific objects
After the issuance to specific objects, the undistributed profits accumulated by the company before the issuance shall be shared by the new and old shareholders after the issuance according to the shareholding ratio after the issuance.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
(10) Validity of resolution
The validity period of the resolution on the stock issuance plan to specific objects is within 12 months from the date when the relevant proposal on the stock issuance to specific objects is submitted to the general meeting of shareholders for deliberation and approval. If the national laws, regulations and normative documents have new provisions on the issuance of shares to specific objects, the company will adjust the issuance according to the new provisions.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
The independent directors of the company have expressed their independent opinions clearly agreed to this proposal. For details, see the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation item by item.
(III) deliberated and passed the proposal on the company's stock issuance plan to specific objects
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the plan for Xiamen Meiya Pico Information Co.Ltd(300188) issuing shares to specific objects has been prepared.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For the independent opinions and the specific contents of this proposal, please refer to the relevant announcement of the company published in the same journal on cninfo.com, the gem information disclosure website designated by the CSRC.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the feasibility analysis report on the use of funds raised by Xiamen Meiya Pico Information Co.Ltd(300188) issuing shares to specific objects has been prepared.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For the independent opinions and the specific contents of this proposal, please refer to the relevant announcement of the company published in the same journal on cninfo.com, the gem information disclosure website designated by the CSRC.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects
In accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the demonstration and analysis report of Xiamen Meiya Pico Information Co.Ltd(300188) issuing shares to specific objects is prepared.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For the independent opinions and the specific contents of this proposal, please refer to the relevant announcement of the company published in the same journal on cninfo.com, the gem information disclosure website designated by the CSRC.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on risk tips and filling measures for diluting immediate return after issuing shares to specific objects and commitments of relevant subjects
According to 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) The relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring issued by the China Securities Regulatory Commission, The board of directors of the company has formulated the risk tips and filling measures for diluting the immediate return after Xiamen Meiya Pico Information Co.Ltd(300188) issuing shares to specific objects and the commitments of relevant subjects.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For the independent opinions and the specific contents of this proposal, please refer to the relevant announcement of the company published in the same journal on cninfo.com, the gem information disclosure website designated by the CSRC.
Related directors Shen Qiang, Wang Qu, Xu Jinguang, Tu Zheng and Jiang Rui avoided voting.
Voting results: 9 directors present at the meeting, with 4 affirmative votes, 5 abstention votes, 0 negative votes and 0 abstention votes, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and adopted the regulations on shareholder returns in the next three years (20222024)
