Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202224 Xiamen Meiya Pico Information Co.Ltd(300188)
On signing the conditional effective share subscription agreement with the subscription object
And 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.
Special risk tips:
1. The issue of shares to specific objects needs 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, and can be implemented only after it is reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission. There is uncertainty about whether the stock issuance plan to specific objects can obtain relevant approval or approval and the time of obtaining relevant approval or approval.
2. The company held the 7th Meeting of the 5th board of directors on March 2, 2022, which deliberated and passed the proposal on related party transactions involved in the company's issuance of shares to specific objects. The related party transactions involved in the company's issuance to specific objects must be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting.
3. For the follow-up matters involved in this issuance, the company will timely perform the obligation of information disclosure according to the progress. There is still uncertainty in this issuance. Please pay attention to the investment risk.
1、 Overview of related party transactions
1. Transaction overview
Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as "the company" or " Xiamen Meiya Pico Information Co.Ltd(300188) ") intends to issue no more than 61838893 shares (including this number) to specific objects, and no more than 30% of the total share capital of the company before this issuance. On March 2, 2022, the company signed the conditional effective share subscription agreement between Xiamen Meiya Pico Information Co.Ltd(300188) and SDIC Intelligent Technology Co., Ltd. (hereinafter referred to as the conditional effective share subscription agreement) with SDIC Intelligent Technology Co., Ltd. (hereinafter referred to as the conditional effective share subscription agreement). SDIC intends to subscribe all the shares issued by the company in cash. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, SDIC intelligence has a connected relationship with the company, and the above transactions constitute connected transactions. 2. Association relationship
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, SDIC intelligence is the controlling shareholder of the company and belongs to the company's affiliated legal person.
3. Approval procedure
On March 2, 2022, the company held the 7th Meeting of the 5th board of directors and the 5th supervisor meeting respectively
At the sixth meeting of the board of directors, the relevant proposals on the issuance of shares by the company to specific objects were deliberated and adopted. The related directors abstained from voting on the relevant proposals, and the independent directors of the company recognized the related party transactions in advance and expressed their independent opinions with explicit consent. The company will strictly comply with relevant laws and regulations and the company's internal regulations to perform the approval procedures for related party transactions. This related party transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Basic information
Enterprise name: SDIC Intelligent Technology Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Registered address: A, floor 36, No. 168, Yangshupu Road, Hongkou District, Shanghai
Legal representative: Zhang Lei
The registered capital is 2 million yuan
Date of establishment: November 8, 2016
Business term: November 8, 2016 to November 7, 2066
Unified social credit code 91310115ma1h8bt618
Engaged in technology development, technical consultation, technical services, business scope, technology transfer, network technology, network engineering, e-commerce (not engaged in financial business), enterprise management consulting in the fields of intelligent technology, Internet of things technology, computer technology, environmental protection technology, electronic technology and energy technology, Communication construction, project investment, investment management, investment consultation, enterprise planning, asset management, telecommunications business. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
2. Ownership structure chart
As of the date of this announcement, the structure chart of SDIC intelligent equity control relationship is as follows:
3. Main business in the last three years
SDIC intelligence is a wholly-owned subsidiary of national development and Investment Group Co., Ltd. (hereinafter referred to as "SDIC"), which is the strategic investment platform and information comprehensive service platform of SDIC in the digital economy industry. Relying on its professional management experience in the field of equity investment and the diversified resource advantages of SDIC group, SDIC intelligence focuses on investing in important infrastructure, core technology and high-end equipment of digital economy industry, which are in line with the national strategy and group strategy and related to the national economy and the people's livelihood. At the same time, SDIC intelligence forms the aggregation and sharing of resources, technologies and talents through investment, provides information-based comprehensive service capabilities for SDIC group and external institutions of the group, and uses digital technology to help the transformation and upgrading of traditional industries. At present, SDIC intelligence has invested in public safety big data, health care big data, augmented reality (AR) and other fields.
4. Main financial data of the last year
The main financial data of SDIC's audited consolidated caliber in the latest year are as follows:
Unit: RMB 10000
Project year ended December 31, 2020
Total assets 68037336 operating income 25082790
Total liabilities 23272683 operating profit 2335651
5. After inquiry, credit China website（ http://www.creditchina.gov.cn./ ）National enterprise credit information publicity system（ http://www.gsxt.gov.cn./index.html ）Etc., SDIC intelligence is not a dishonest person to be executed.
3、 Basic information of related party transactions
The subject matter of this related party transaction of the company is to issue shares to specific objects. The type of shares is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The number of shares issued to specific objects this time shall not exceed 61838893 (including this number), and the subscription amount shall not exceed RMB 760 million (including this number).
4、 Pricing policy and basis of related party transactions
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), and the issue price is 12.29 yuan / share, Not less than 80% of the average stock price of the listed company in the 20 trading days before the pricing benchmark date (average stock price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 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 capital and so on from the announcement date of the resolution of the board of directors to consider issuing shares to specific objects to the issuance date, the issuance price of this issuance to specific objects will be adjusted accordingly. The pricing basis of this related party transaction of the company complies with the provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
5、 Main contents of related party transaction agreement
On March 2, 2022, Xiamen Meiya Pico Information Co.Ltd(300188) and SDIC intelligence signed the conditional effective share subscription agreement. The subject of this agreement is Xiamen Meiya Pico Information Co.Ltd(300188) , Party B is SDIC intelligence.
(1) Agreement subject and signing time
Party A (issuer): Xiamen Meiya Pico Information Co.Ltd(300188)
Party B (subscriber): SDIC Intelligent Technology Co., Ltd
Signed on: March 2, 2022
(2) Type and par value of issued shares
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.
(3) Issuing method and time
This issuance adopts the method of issuing shares to specific objects. After obtaining the deliberation and approval of the competent department of state-owned assets and the general meeting of shareholders of Party A's company, the approval of Shenzhen Stock Exchange and the consent of China Securities Regulatory Commission for registration, Party A shall choose an appropriate time to issue shares to Party B within the specified validity period.
(4) Issuing object and subscription method
Party A's specific object of this issuance is Party B, with a total of 1 specific object of issuance. Party B shall subscribe for the shares issued by Party A in cash.
(5) Pricing base date, issue price and pricing principle
The pricing benchmark date of Party A's issuance is the announcement date of the company's resolution of the board of directors on the issuance of shares to specific objects (i.e. the announcement date of the resolution of the seventh meeting of the Fifth Board of directors), and the issuance price is 12.29 yuan / share, Not less than 80% of the average stock price of the listed company in the 20 trading days before the pricing benchmark date (average stock price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date).
From the pricing base date to the issuance date, if the listed company has ex rights and ex interests such as dividend distribution, bonus shares, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P0 is the issuing reserve price before adjustment, D is the distribution of cash dividends per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuing reserve price after adjustment.
(6) Total amount and purpose of raised funds
The total amount of funds to be raised by Party A in this issuance shall not exceed 760 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised will be used to supplement the working capital.
(7) Number of issues
Party A intends to issue no more than 61838893 shares (including this number) to Party B and no more than 30% of the total share capital of the listed company before this issuance. If the total share capital of the listed company as of December 31, 2021 is taken as the base, that is, no more than 242136800 shares, the final number of shares to be issued is determined according to the number of shares agreed to be registered by the CSRC, All subscription shall be made by Party B in cash.
Party B agrees to subscribe all the shares issued by Party A in cash at the price determined in this agreement. The total amount of subscription funds shall not exceed RMB 760 million (including this amount). The final subscription amount shall be determined according to the actual issuance quantity and issuance price.
If Party A has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, or changes in its total share capital 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 listed company in consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC.
(8) Restricted period
Both parties confirm and agree that the shares issued by Party A subscribed by Party B based on this Agreement shall not be transferred within 18 months from the end of this issuance. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. Party B's subscription for the shares issued by Party A this time shall also comply with the above share locking arrangement for the shares derived from the company's share offering and the conversion of capital reserve into share capital. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
(9) Arrangement for distribution of accumulated profits of listed companies before this offering
After the issuance, the new and old shareholders of Party A shall share the accumulated undistributed profits of Party A before the issuance according to the shareholding ratio after the issuance.
6、 Purpose of related party transactions and its impact on the company
The funds raised from the issuance of shares to specific objects are intended to be used to supplement working capital after deducting the issuance expenses. This will increase the direct shareholding ratio of SDIC intelligence, help maintain the stability of the company's control and provide a solid guarantee for the long-term and stable development of the company; At the same time, it will enhance the company's financial strength, improve the capital structure, improve the anti risk ability and sustainable operation ability, and provide financial support for the company's core business growth and business strategic layout.
After the issuance of shares to specific objects, the company's main business scope will remain unchanged, which will not lead to the integration of the company's business and assets, and the business structure will not change significantly; It will not result in the company's equity distribution not meeting the listing conditions; Will not have a significant impact on the senior management structure; The business relationship and management relationship between the company and the controlling shareholder and its related parties will not change due to this issuance, and there will be no new horizontal competition and new connected transactions other than this issuance between the company and the controlling shareholder and its related parties due to this issuance; The company will not be occupied by major shareholders and their affiliates or provide guarantees for the company's funds and assets due to this issuance.
After the funds raised from the issuance of shares to specific objects are in place, the total assets and net assets of the company will increase, and the capital strength of the company will be significantly enhanced,
