Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022019 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement on borrowing from related parties 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.
1、 Overview of related party transactions
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as “the company”) held the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on the afternoon of March 10, 2022 to consider the proposal on borrowing from related parties and related party transactions. In order to better promote the business development of the company, the company (including its holding subsidiary)) plans to apply to the related party Foshan Nanhai Urban Construction Investment Co., Ltd. (hereinafter referred to as “Nanhai urban construction investment”) for a loan limit with a total amount of no more than 300 million yuan. The loan term is one year from the date of deliberation and approval at the general meeting of shareholders, and the loan interest rate is no higher than one-year LPR + 2.5%, The company (including holding subsidiaries) withdraws and recycles within the loan limit according to the actual capital demand, and the interest payment is calculated according to the actual use days of the loan and the annual interest rate of the loan, and authorizes the operation and management of the company to be specifically responsible for the implementation of this transaction.
Nanhai Urban Construction Investment Co., Ltd. is a wholly-owned subsidiary of Nanhai District State owned assets supervision and Administration Bureau of Foshan City, the actual controller of the company, and holds 75.95% of the capital contribution of Guangdong Yijian equity investment partnership (limited partnership), the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board According to the articles of association and other relevant provisions, this transaction constitutes a related party transaction and does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
The above-mentioned related party transactions have been deliberated at the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors. The board of directors deliberated and adopted this proposal, and the related directors Yan Ming, Gu Dingwen, Li Jingliang and Chen Yanmei have avoided voting on the above-mentioned resolutions. The independent directors expressed their prior approval opinions and independent opinions on the matter. When the board of supervisors deliberated this proposal, after the affiliated supervisors avoided voting, the number of non affiliated supervisors attending the board of supervisors was less than half of the number of supervisors, so it was unable to form a resolution.
This connected transaction shall be submitted to the general meeting of shareholders for deliberation.
2、 Related person introduction and relationship
(I) basic information
1. Company name: Foshan Nanhai Urban Construction Investment Co., Ltd
2. Legal representative: Yan Ming
3. Date of establishment: June 7, 2002
4. Registered capital: RMB 620 million
5. Registered address: Room 301, floor 3, traffic construction building, No. 60, Foping Second Road, Guicheng, Nanhai District, Foshan City (residence declaration)
6. Unified social credit Code: 91440605739857248r
7. Business scope: urban construction investment and management, public construction property investment and management; Real estate development; General cargo warehousing services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Major shareholders
Foshan Nanhai District State owned assets supervision and administration bureau holds 100% equity of Nanhai urban construction investment.
9. Financial data of the latest year:
Unit: 10000 yuan
Project December 31, 2020 / September 30, 2021 in 2020 / January September 2021
Total assets 6099730775568613
Net assets 5332555859872710
Operating income 1758428927786
Net profit 147918 -159766
The above financial data of 2020 have been audited, and the financial data from January to September 2021 have not been audited.
(II) relationship with listed companies
Nanhai urban construction investment is a wholly-owned subsidiary of Foshan Nanhai District State owned assets supervision and Administration Bureau, the actual controller of the company, and holds 75.95% of the capital contribution of Guangdong Yijian equity investment partnership (limited partnership), the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), Nanhai urban construction investment is a related party of the company.
(III) performance capability analysis
Nanhai Urban Construction Investment Co., Ltd. exists in accordance with the law and operates normally. It is not a dishonest executee.
3、 Main contents of related party transactions
1. Loan amount: no more than RMB 300 million. The company (including holding subsidiaries) can use it within the loan validity period and loan limit according to the actual operation
2. Loan term: one year from the date of deliberation and approval by the general meeting of shareholders
3. Loan interest rate: no higher than one-year LPR + 2.5%. According to the actual use time of the loan, both parties shall determine through negotiation. 4. Purpose of the loan: to support the company’s business development and supplement the company’s working capital
5. Guarantee and mortgage measures: None
The specific contents shall be subject to the text of the officially signed loan agreement.
4、 Purpose of related party transactions and its impact on Listed Companies
The purpose of this transaction is to meet the company’s development needs, supplement the company’s working capital and better promote the company’s business development. The related parties provide capital guarantee for the company, which is conducive to the company to broaden the source of credit funds. At the same time, this transaction follows the market-oriented principle, determines the borrowing rate through negotiation, and the pricing is fair, without damaging the interests of the company and other minority shareholders, It conforms to the interests of the company and all shareholders and will not have a significant impact on the company’s financial status, operating results and independence.
5、 Prior approval and independent opinions of independent directors
(I) prior approval opinion of independent directors: 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 small and medium-sized shareholders. In conclusion, we agree to submit the proposal on borrowing from related parties and related party transactions to the 13th meeting of the Fourth Board of directors for deliberation. When the board of directors deliberates the proposal, the related directors must withdraw from voting.
(II) independent opinions of independent directors: This connected transaction provides financial guarantee for the company, meets the needs of the company’s business development and actual operation, and complies with the provisions of relevant laws, regulations and systems. Both parties determine the loan interest rate in accordance with the principles of openness, fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, In line with the interests of the company and all shareholders. The voting procedure of the board of directors complied with the relevant laws and regulations, normative documents and the articles of association, and the related directors avoided voting. We unanimously agree to the borrowing from related parties and related party transactions, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
1. Resolution of the 13th meeting of the 4th board of directors
2. Resolutions of the 11th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors. It is hereby announced.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) board of directors March 10, 2022
