Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) independent director
About the 13th meeting of the 4th board of directors of the company
Prior approval opinions on relevant matters
In accordance with the company law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, as well as the articles of association, working rules for independent directors of the company and other provisions, As an independent director of Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as "the company"), after carefully reviewing the relevant materials of the meeting and based on the position of independent judgment, we conducted a pre review of the relevant matters considered at the 13th meeting of the Fourth Board of directors of the company and issued the following pre approval opinions:
1、 Prior approval opinions on related party transactions involved in the company's non-public offering of A-Shares in 2022
The company's non-public offering of A-Shares in 2022 (hereinafter referred to as "this non-public offering") is aimed at Foshan Nanhai Yihao Investment Co., Ltd., an enterprise controlled by the company's actual controller. Therefore, this non-public offering constitutes a related party transaction. This related party transaction will perform the corresponding approval procedures for related party transactions in accordance with relevant laws and regulations, the articles of association and other relevant provisions. This related party transaction is conducive to the realization of the company's development strategy, the transaction pricing is fair, in line with the interests of the company and all shareholders, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
2、 Prior approval opinions on matters related to the company's non-public offering of a shares
The company complies with the provisions on non-public offering of A-Shares by listed companies and has the qualifications and conditions for non-public offering of a shares. The relevant plans, plans and feasibility analysis reports of the company's non-public offering of A-Shares comply with the provisions of 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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, The diluted immediate return and filling measures of this non-public offering and the commitments of relevant subjects comply with relevant regulations. The scheme is feasible and the relevant authorization is reasonable, which is conducive to enhancing the company's sustainable profitability and market competitiveness, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Prior approval opinions on the signing of conditional non-public offering stock subscription contracts between the company and specific objects
The company intends to sign the attached conditions with Foshan Nanhai Yihao Investment Co., Ltd., the subscription object of this non-public offering
Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
The effective subscription contract for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) non-public Development Bank shares complies with the legal provisions, the setting of relevant terms is reasonable, the pricing mechanism is fair, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
4、 Prior approval opinions on requesting the general meeting of shareholders to approve the exemption of investors from issuing offers
After the completion of this non-public offering, the shareholding ratio of shareholders will change accordingly, but it will not lead to the change of the controlling shareholder and actual controller of the company, In addition, Foshan Nanhai Yihao Investment Co., Ltd. has promised that the shares obtained in this non-public offering will not be transferred within 36 months from the date of completion of the issuance of such shares (in case of subsequent changes in relevant laws, regulations and normative documents of securities regulatory authorities, the above locking period will be adjusted accordingly), The board of directors requests the general meeting of shareholders to approve the exemption of investors from making offers, which is in line with the provisions of Article 63 of the measures for the administration of the acquisition of listed companies, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
5、 Prior approval opinions on borrowing from related parties and related party transactions
This borrowing from related parties can effectively solve the company's capital needs, is conducive to the company's business development, will not have an adverse impact on the company's normal operation, and will not damage the interests of the company and all shareholders, especially minority shareholders. When the board of directors deliberates the proposal, the related directors must withdraw from voting.
In conclusion, we agree to submit the above matters to the 13th meeting of the Fourth Board of directors for deliberation. (no text below this page)
Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
(there is no text on this page, which is the signature page of Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) independent directors' prior approval opinions on matters related to the 13th meeting of the Fourth Board of directors of the company) signature of independent directors:
Mai Zhirong, Zhuang Zhiwei, Xu Yongwei
February 28, 2022
