Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) independent director
Independent opinions on relevant matters of the 13th meeting of the Fourth Board of directors of the company
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 and the detailed rules for the work of independent directors of the company, 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 our independent judgment, we express our independent opinions on the relevant matters considered at the 13th meeting of the Fourth Board of directors as follows:
1、 Independent opinions on the proposal on the company meeting the conditions for non-public development of shares
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, in combination with the actual situation of the company and after careful verification, We believe that the company meets the requirements of non-public offering of A-Shares by listed companies and meets the conditions for non-public offering of a shares.
Therefore, we agree to the proposal on the company's eligibility for non-public offering of shares and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the proposal on the company's non-public offering of shares in 2022
After reviewing the company's plan for non-public offering of A-Shares in 2022, we believe that the company's plan for this non-public offering is practical, conducive to improving the company's financial situation, enhancing the company's sustainable profitability and market competitiveness, in line with the company's long-term development objectives, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the proposal on the company's non-public offering of shares in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the proposal on the company's 2022 non-public stock development plan
After reviewing the company's plan for non-public offering of shares in 2022, we believe that the plan comprehensively considers the company's development strategy and actual situation, and fully explains the impact of the company's non-public offering on the company. The plan is feasible and in line with the company's long-term development goals. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the proposal on the company's plan for non-public development of shares in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022
After reviewing the feasibility analysis report on the use of the funds raised by the company's non-public offering of shares in 2022, we believe that the use of the raised funds fully takes into account the actual situation of the company and complies with the relevant laws and regulations such as the measures for the administration of securities issuance of listed companies, the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies Regulations and normative documents do not damage the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 Independent opinions on the proposal on the signing of conditional non-public development bank stock subscription contract between the company and specific objects
The conditional effective subscription contract for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) non-public development shares signed by the company and Foshan Nanhai Yihao Investment Co., Ltd. (hereinafter referred to as "Yihao investment"), the subscription object of this non-public offering, complies with the legal provisions, the setting of relevant terms is reasonable, the pricing mechanism is fair, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on signing a conditional non-public development bank stock subscription contract between the company and specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the proposal on the company's 2022 non-public development of A-share shares involving related party transactions
The object of this non-public offering is Foshan Nanhai Yihao Investment Co., Ltd., an enterprise controlled by the actual controller of the company. Foshan Nanhai Yihao Investment Co., Ltd. subscribes for this non-public offering in cash, which constitutes a connected transaction with the company. 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 the company's related party transaction decision-making system. This related party transaction is conducive to the company's development strategy, the transaction pricing is fair and in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Therefore, we agree to the proposal on the company's non-public development of shares involving related party transactions in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on the proposal on the report on the use of the company's previously raised funds
The report on the use of the raised funds prepared by the board of directors of the company is true, accurate and complete, without false records, misleading statements or major omissions, in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the storage and use of the raised funds, and there are no violations of the storage and use of the raised funds.
Therefore, we agree to the proposal on the report on the use of the company's previously raised funds and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the proposal on the company's 2022 non-public development bank stock diluted immediate return and filling measures and commitments of relevant subjects
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The CSRC has made a careful analysis of the impact of the relevant legal documents on the non-public return of the initial public offering (No. 31 of 2015) on the company's non-public return and dilution of assets, and made a serious analysis on the relevant legal opinions of the CSRC on the non-public return of the initial public offering (No. 31 of 2015), Relevant entities have made commitments to the effective implementation of the company's compensation and return measures.
Therefore, we agree to the proposal on the company's 2022 non-public development bank stock diluted immediate return and filling measures and commitments of relevant subjects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this non-public development of shares
We believe that the contents and duration of the authorization submitted to the general meeting of shareholders for deliberation comply with the provisions of relevant laws and regulations, are conducive to the efficient implementation of the work related to the non-public offering, and are in the interests of the company and all shareholders
Therefore, we agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this non-public development of shares, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on the proposal on the company's shareholder return plan for the next three years (20222024)
The shareholder return plan for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) the next three years (20222024) complies with the notice on further implementing matters related to cash dividends of listed companies, regulatory guidelines for listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, and helps to improve and perfect the company's dividend mechanism, Enhance the transparency and operability of the profit distribution decision-making mechanism, and effectively protect the legitimate rights and interests of minority shareholders.
Therefore, we agree to the proposal on the company's shareholder return plan for the next three years (20222024) and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the proposal 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, Moreover, Yihao investment has promised that the shares obtained in this non-public offering will not be transferred within 36 months from the date of the end 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 complies 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 legitimate rights and interests of the company and minority shareholders.
We hereby submit the proposal on the exemption of the offer to the general meeting of shareholders for approval and submit it to the general meeting of shareholders for approval.
12、 Independent opinions on the proposal on borrowing from related parties and related party transactions
This related party transaction provides financial guarantee for the company, which is in line with the needs of the company's business development and actual operation, and 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. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and is 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. (no text below)
(there is no text on this page, which is only used for the signature page of Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) independent directors' independent 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
March 10, 2022
