Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022008 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement of resolutions of the 13th meeting of the 4th board of directors
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.
1、 Meetings of the board of directors
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as “the company”) the 13th meeting of the 4th board of directors was held on the afternoon of March 10, 2022 in the company’s conference room in the form of on-site communication. The notice of this meeting was communicated in the form of written notice on February 28, 2022. The meeting was convened and presided over by the chairman of the board of directors. There were 9 directors who should attend the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 Deliberations of the board meeting
(I) the proposal on non public company development meets the conditions for deliberation and approval
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, the board of directors of the company seriously compares the conditions and qualifications of non-public offering of shares by listed companies, The company conducted self-examination on the actual operation and related matters of the company, and confirmed that the company met the requirements and conditions for non-public offering of shares to specific objects.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Independent directors have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the company’s 2022 non-public offering of shares was deliberated and adopted item by item
1. Type and par value of issued shares
The types of shares in this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
2. Issuing method and time
This non-public offering adopts the method of non-public offering to specific objects. Within the validity period approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), choose an appropriate time to issue to specific objects.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
3. Issue price and pricing principle
The price of this non-public offering is 9.25 yuan / share. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 13th meeting of the Fourth Board of directors of the company. The issuing price of this non-public offering of shares shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date ÷ total trading volume of shares 20 trading days before the pricing benchmark date).
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price will be adjusted accordingly.
The adjustment formula is as follows:
Assuming that the issue price before adjustment is P0, the dividend / cash dividend per share is D, the number of shares given or converted into share capital per share is n, and the issue price after adjustment is P1, then P1 = p0-d after dividend / cash dividend; P1 = P0 (/ 1 + n) after share offering or share capital conversion; If the two items are carried out simultaneously, P1 = (p0-d) / (1 + n).
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
4. Number of issues
The number of shares issued in this non-public offering = total amount of raised funds / issue price, and the number of shares issued shall not exceed 40593842 (including this number), which shall be subject to the approval document of the CSRC on this offering. The number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this offering, which is in line with the relevant provisions of the issuance supervision Q & A – regulatory requirements on guiding and regulating the financing behavior of listed companies (revised in 2020) of the CSRC. If the company’s equity distribution, conversion of reserve fund into share capital, additional issuance of new shares or allotment of shares and other ex rights and ex interests events from the pricing benchmark date of this non-public offering to the Issuance Date lead to changes in the total share capital, the upper limit of the issuance quantity of this non-public offering will be adjusted accordingly.
Within the above scope, the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders, negotiate with the lead underwriter to determine the final issuance quantity at the time of issuance according to the actual situation.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
5. Issuing object and subscription method
The issuing object of this non-public offering is Foshan Nanhai Yihao Investment Co., Ltd. (hereinafter referred to as “Yihao investment”), and the issuing object subscribes A-Shares of this non-public offering in cash.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
6. Restricted period for issuing shares
After the completion of this non-public offering, the shares subscribed by Yihao investment shall not be transferred within 36 months from the date of completion of the offering. The shares derived from the non-public offering of the company obtained by Yihao investment due to the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangement. If the regulatory authorities related to the non-public offering of shares have other provisions on the lock-in period and due transfer of shares subscribed by the issuing object, their provisions shall prevail.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
7. Total amount and purpose of raised funds
After deducting the amount of capital to be raised for the issuance (excluding the total amount of capital to be raised for the issuance), it is proposed to be used for the replenishment of the current issuance.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
8. Listing location
The shares of this non-public offering will apply for listing and trading in Shenzhen Stock Exchange.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
9. Arrangement of accumulated undistributed profits of the company before this issuance
After the completion of this non-public offering, the accumulated undistributed profits before this offering will be shared by the new and old shareholders after this offering according to the proportion of shares after the issuance.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
10. Term of validity of the resolution on this non-public offering of shares
The validity period of this non-public offering plan is 12 months from the date when the proposal of this non-public offering is deliberated and approved by the general meeting of shareholders of the company. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
Independent directors have expressed their prior approval opinions and independent opinions on this matter. For details, see the prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors published on cninfo.com.
This proposal shall be submitted to the general meeting of shareholders for deliberation item by item.
(III) deliberated and passed the proposal on the company’s 2022 non-public stock development plan
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies In accordance with the relevant provisions of laws and regulations and normative documents, and in combination with the specific situation of the company, the Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) 2022 plan for non-public development of shares was prepared.
See http://www.cninfo.com.cn for details of Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) 2022 non-public development bank stock plan（ http://www.cn.info.com.cn. ）。
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Independent directors have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the 4th board of directors and independent opinions of independent directors on matters related to the 13th meeting of the 4th board of directors
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, and in combination with the actual situation of the company, the board of directors of the company prepared the feasibility analysis report on the use of funds raised by non-public offering of shares in Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) 2022.
The feasibility analysis report on the use of funds raised by non-public development banks in Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) 2022 is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
Independent directors have expressed their prior approval opinions and independent opinions on this matter. For details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on signing a conditional non-public development bank stock subscription contract between the company and specific objects
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
In accordance with the provisions of the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, and in accordance with the company’s plan for non-public offering of a shares, the company and Yihao investment signed the subscription contract for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) non-public offering of shares with conditional effect.
Announcement of Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) on signing conditional share subscription agreement with specific objects for details, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
This non-public offering constitutes a connected transaction, and related directors Mr. Yan Ming, Mr. Gu Dingwen, Mr. Li Jingliang and Ms. Chen Yanmei avoided voting on the proposal.
The independent directors have expressed their prior approval opinions and independent opinions on the matter. For details, please refer to the company’s publication on cninfo.com（ http://www.cn.info.com.cn. ）Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
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