Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202226 Xiamen Meiya Pico Information Co.Ltd(300188)
Suggestive announcement on changes in shareholders’ equity
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 tips:
1. The way of this equity change is that Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as ” Xiamen Meiya Pico Information Co.Ltd(300188) ” or “the company”) intends to issue shares to specific objects (hereinafter referred to as “this issuance”).
2. The issuing object of this issuance is SDIC Intelligent Technology Co., Ltd., the controlling shareholder of the company (hereinafter referred to as “SDIC intelligent”).
3. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
4. The issuance of the company to specific objects needs to be reviewed and approved by the general meeting of shareholders of the company and the competent department of state-owned assets under the subscription target SDIC; 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.
1、 Basic information of this equity change
The company held the 7th Meeting of the 5th board of directors on March 2, 2022, deliberated and approved the proposal on the company meeting the conditions for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects and other relevant proposals. For details, please refer to the gem information disclosure website designated by China Securities Regulatory Commission (cninfo: http://www.cn.info.com.cn./ ）Announcement. According to the calculation of the issuance plan, the prompt description of changes in shareholders’ equity of the company after the completion of the issuance is as follows:
The number of shares issued by the company to specific objects this time shall not exceed 61838893, and the final number of shares shall be subject to the issuance reviewed by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission. The controlling shareholder of the company, SDIC smart, plans to subscribe for all the shares issued this time.
As of December 31, 2021, the total share capital of the company is 807122669 shares, of which the number of shares directly held by SDIC intelligence is 125475942 shares, accounting for 15.55% of the total share capital of the company, and the total number of shares with voting rights in the company is 179524574 shares, accounting for 22.24% of the total share capital of the company, which is the controlling shareholder of the company; The state owned assets supervision and Administration Commission of the State Council (hereinafter referred to as “SASAC”) is the actual controller of the company.
According to the voting power entrustment agreement signed by the company’s shareholders Li Guolin and Liu Dongying with SDIC intelligence respectively, the entrustment period of the above voting power entrustment takes effect from the voting power entrustment agreement, and SDIC intelligence and Guo Yongfang, Tengda, Li Guolin, Su Xuewu, Wei Yurong From the date (including the date) when the transfer of the shares to be transferred is completed under the Xiamen Meiya Pico Information Co.Ltd(300188) share transfer agreement signed by Zhuo Guiying and Liu Dongying to the earlier of the following: (1) the date on which the trustee SDIC intelligence becomes the largest shareholder of Xiamen Meiya Pico Information Co.Ltd(300188) and obtains the actual control of Xiamen Meiya Pico Information Co.Ltd(300188) only through the voting shares it holds; (2) The expiration date of the five-year term from the effective date of the voting right entrustment agreement.
The number of shares issued to specific objects this time does not exceed 61838893, all of which are subscribed by SDIC intelligence. If implemented according to the upper limit of issuance, SDIC intelligence will directly hold 187314835 shares of the company by subscribing for the shares issued this time, accounting for 21.56% of the total share capital of the company (after issuance). After this issuance, SDIC intelligence will become the largest shareholder of Xiamen Meiya Pico Information Co.Ltd(300188) only through its voting shares and obtain the actual control of Xiamen Meiya Pico Information Co.Ltd(300188) and the above voting power entrustment will be terminated. SDIC intelligence is still the controlling shareholder of the company, and SASAC of the State Council is still the actual controller of the company. This offering will not lead to changes in the control of the listed company.
2、 Follow up matters involved
(I) after the completion of this issuance, SDIC intelligence will remain the controlling shareholder of the company and SASAC of the State Council will remain the actual controller of the company. This issuance will not lead to changes in the company’s control and will not have a substantive impact on the company’s governance.
(II) after the completion of this offering, the company and SDIC intelligence will timely fulfill the obligation of information disclosure on changes in shareholders’ equity in accordance with relevant laws, regulations and normative documents.
It is hereby announced.
Xiamen Meiya Pico Information Co.Ltd(300188) board of directors March 3, 2022
