Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202214 Xiamen Meiya Pico Information Co.Ltd(300188)
Announcement of resolutions of the 6th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as "the company") held the sixth meeting of the 5th board of supervisors by means of communication meeting on the afternoon of March 2, 2022. The notice of the meeting was delivered by email and instant messaging on the morning of March 2, 2022. This meeting is an interim meeting of the board of supervisors held in accordance with the provisions of the articles of association. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. All supervisors attended the meeting in person. The meeting was convened and presided over by Mr. Xu Guangfeng, chairman of the board of supervisors. The convening and convening of the meeting comply with the provisions of laws, administrative regulations, departmental rules, normative documents and the articles of association. 1、 Deliberation at the meeting of the board of supervisors
After careful deliberation, all supervisors passed the following resolutions by means of 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 company conducted self-examination and demonstration item by item, It is believed that the company complies with the relevant provisions and requirements of current laws, regulations and normative documents on issuing shares to specific objects, and has the qualifications and conditions for issuing shares to specific objects. Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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).
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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 (main contractor) 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. Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, were adopted.
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.
For details, please refer to the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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.
For details, please refer to the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and approved the proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects, and prepared the demonstration and analysis report of Xiamen Meiya Pico Information Co.Ltd(300188) the 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 GEM (for Trial Implementation).
For details, please refer to the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, 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 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.
For details, please refer to the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the proposal on the return plan for shareholders in the next three years (20222024) was deliberated and passed. In order to improve the company's profit distribution policy, establish and improve a scientific, sustainable and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, actively repay shareholders and safeguard the legitimate rights and interests of shareholders, according to the company law of the people's Republic of China The company has formulated the shareholder return plan for the next three years (20222024) in accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association of Xiamen Meiya Pico Information Co.Ltd(300188) companies and the actual situation of the company.
For details, please refer to the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the unnecessary preparation of the report on the use of the previously raised funds
In view of the fact that the previous issue of shares to purchase assets did not involve the raising of supporting funds, the company did not raise funds through allotment, additional issuance and convertible corporate bonds in recent five fiscal years, and the equity contribution, transfer registration and listing and trading time of new shares in the previous issue of shares to purchase assets have reached five fiscal years. In view of the above, the company does not need to prepare the report on the use of the funds raised in the previous time, nor does it need to hire an accounting firm to issue the verification report on the use of the funds raised in the previous time. For details, please refer to the relevant announcement of the company published on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Voting results: three supervisors present at the meeting, with 3 affirmative votes, 0 negative votes and 0 abstention, were adopted.
(IX) the proposal on related party transactions involved in the company's current issuance of shares to specific objects was deliberated and adopted. According to the company's current issuance plan to specific objects, the company plans to issue no more than 61838893 shares (including this number) to SDIC Intelligent Technology Co., Ltd., no more than 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 used
