Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022015 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Suggestive announcement on changes in equity caused by non-public offering of shares
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without false
Records, misleading statements or material omissions.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as " Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) " and "the company") held the 13th meeting of the 4th board of directors on the afternoon of March 10, 2022, deliberated and adopted relevant proposals on the company's non-public offering of shares. The company plans to issue non-public shares to Foshan Nanhai Yihao Investment Co., Ltd. (hereinafter referred to as "Yihao investment"), a related party controlled by the actual controller of the company.
1、 Changes in the interests of subscribers
Before this offering, Guangdong Yijian equity investment partnership (limited partnership) (hereinafter referred to as "Guangdong Yijian") will directly hold 40580300 shares of the company, accounting for 29.99% of the total share capital of the company. It is the controlling shareholder of the company, and the actual controller of the company is Foshan Nanhai District State owned assets supervision and Administration Bureau.
Up to now, the total share capital of the company is 135312808 shares, and the number of shares in this non-public offering does not exceed 40593842 (including this number), which does not exceed 30% of the total share capital of the listed company before this offering. The total number of shares held by ruoyi Hejian after the issuance of shares by Guangdong Yihao = 16262139, accounting for 21621% of the total number of shares of the company after the issuance of shares by ruoyi Hejian after the completion of the transaction, and the total number of shares held by ruoyi Hejian after the issuance of shares by Guangdong Yihao = 16262139%. After this issuance, Guangdong Yijian is still the controlling shareholder of the company, and Foshan Nanhai District State owned assets supervision and administration bureau is still the actual controller of the company. This issuance will not lead to changes in the company's control.
2、 Impact of changes in equity and related risk tips
1. The above matters will not lead to the company's equity distribution not meeting the listing conditions, and will not lead to changes in the company's controlling shareholders and actual controllers.
2. The above matters will trigger the obligation of tender offer. Yihao investment has promised that the shares it subscribes will not be transferred within 36 months from the date of issuance. It needs to be reviewed and approved by the general meeting of shareholders of the company to exempt Yihao investment from issuing the tender offer.
3. Yihao's subscription of the company's non-public shares still needs to complete the filing / approval / examination and approval procedures in accordance with the provisions of the state-owned assets supervision and administration authority, and be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
4. The above matters may be changed or impossible to implement due to changes in the capital market environment, requirements of regulatory authorities and other relevant factors. Please pay attention to the risks.
The company will timely perform the obligation of information disclosure according to the progress of the above matters in accordance with the relevant provisions of laws, regulations and regulatory rules such as the administrative measures for the acquisition of listed companies and the stock listing rules of Shenzhen Stock Exchange.
It is hereby announced.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) board of directors March 10, 2022
