Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022010 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement on signing a conditional share subscription contract with specific objects
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.
On March 10, 2022, Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as ” Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) ” or “the company”) and Foshan Nanhai Yihao Investment Co., Ltd. (hereinafter referred to as “Yihao investment”) signed the subscription contract for non-public offering shares of Shenzhen Meizhi Decoration Design Co., Ltd. (hereinafter referred to as “the agreement”), the main contents of which are as follows:
1、 Agreement subject
Party A (issuer): Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Party B (issuing object): Foshan Nanhai Yihao Investment Co., Ltd
Signed on: March 10, 2022
2、 Subscription price and pricing principle, subscription quantity and subscription method
(I) subscription price and pricing principle
The pricing benchmark date of Party A’s non-public offering is the announcement date of the resolution of the 13th meeting of the Fourth Board of directors of Party A (March 11, 2022). The issuing price of Party A’s non-public offering is 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date; The average trading price of the company’s shares in the 20 trading days before the announcement of the resolution of the board of directors of Party A = the total trading volume of the company’s shares in the 20 trading days before the announcement of the resolution / the total trading volume of the company’s shares in the 20 trading days before the announcement of the resolution. Based on this calculation, the average trading price of shares 20 trading days before the pricing benchmark date of Party A is 115512 yuan / share.
If the ex rights and ex interests of Party A’s shares occur from the pricing benchmark date of this non-public offering to the issuance date, such as dividend distribution, share distribution, conversion of capital reserve into share capital and other ex rights and ex interests matters, the issuance price will be adjusted accordingly in accordance with the relevant provisions of Shenzhen Stock Exchange.
(II) subscription quantity
Party B agrees to subscribe for all the shares of Party A’s non-public offering in cash at the price determined in the above terms of this agreement, which shall not exceed 40593842 shares (including this number) and 30% of the total share capital before this offering, which shall be subject to the approval document of the CSRC on this offering. If the number of shares in this non-public offering is adjusted due to changes in regulatory policies or according to the requirements of the issuance approval documents or the decision of the board of directors of Party A according to the actual situation, the number of shares in this non-public offering subscribed by Party B will be adjusted accordingly. The final number of shares issued by Party A in this non-public offering shall be subject to the contents of the issuance plan approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). (III) subscription method
Party B agrees to pay the subscription amount of the subject stock in full in cash, which shall not exceed RMB 200000000. If the total amount of the shares approved by Party B or the total amount of the funds raised is adjusted according to the requirements of the CSRC due to the change of the total amount of the shares approved by Party B or the final issuance policy.
If Party A adjusts the issuance plan and price according to articles 12 and 15 of the detailed rules for the implementation of non-public offering of shares by listed companies, the above subscription price and subscription quantity shall be adjusted accordingly.
3、 Restricted period
1. The shares subscribed by Party B shall not be transferred within 36 months from the end of this non-public offering. Party B has issued relevant lock-in commitments for the underlying shares to be held in accordance with relevant laws and regulations, normative documents and relevant provisions of the CSRC and Shenzhen Stock Exchange, and will handle relevant share lock-in matters after the end of this non-public offering of shares.
2. After the end of this non-public offering, the shares derived from the non-public offering shares of party a subscribed by Party B due to the distribution of stock dividends by Party A and the conversion of capital reserve into share capital shall also comply with the above share restriction arrangement.
3. If the CSRC and other regulatory bodies have other requirements on the lock-in period of the shares subscribed by the above-mentioned relevant subscribers, the above-mentioned relevant subscribers will make corresponding adjustments according to the regulatory opinions of the CSRC and other regulatory bodies, and there is no need to submit them to the board of directors and the general meeting of shareholders of the company for deliberation.
4. After the expiration of the above lock-in period, the transfer and transaction of the shares subscribed by Party B shall be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange. Party A does not make any guarantee and commitment.
4、 Payment method
1. After the matters related to the non-public offering have been approved by the CSRC and the payment notice of subscription shares (hereinafter referred to as the “payment notice”) issued by Party A and the sponsor (lead underwriter) of the offering, According to the payment date determined by Party A and the sponsor (lead underwriter), the subscription funds shall be paid in full at one time to the bank account specified in the payment notice. The above subscription funds shall be transferred to Party A’s special storage account for the funds raised by this non-public offering after the capital verification is completed by the accounting firm and the relevant expenses are deducted.
2. Party A shall employ an accounting firm to verify the capital and issue the corresponding capital verification report within the time limit specified by the relevant competent department.
3. If Party A fails to implement this issuance, Party A shall return the cash subscription price paid by Party B to Party B without paying interest within 10 working days after the competent securities regulatory department issues such written notice or opinions. 5、 Registration and listing of the underlying shares
1. After Party B pays the subscription money according to Article 3 of this agreement, Party A shall go through the stock registration formalities with the securities registration and settlement institution as soon as possible, so that Party B can become the legal holder of the subject stock.
2. The underlying stock is planned to be listed on the Shenzhen Stock Exchange, and the specific listing arrangement will be determined after consultation with the China Securities Regulatory Commission, the Shenzhen Stock Exchange and the securities registration and settlement institution.
6、 Effective conditions
This agreement is established on the date when the legal representatives or authorized representatives of both parties sign and seal, and takes effect when all the following conditions are met:
1. This agreement has been approved by the board of directors and the general meeting of shareholders of Party A;
2. The non-public offering was approved by the board of directors of Party A, relevant state-owned assets supervision and administration institutions and the general meeting of shareholders.
3. Party B’s subscription of the non-public offering shares shall be approved by its internal authority (if applicable).
4. This non-public offering has been approved by the CSRC, or needs to be approved or approved by other institutions in accordance with laws and regulations.
5. After the above conditions are met, the date on which the last condition is met shall be the effective date of the contract.
Any amendment to this Agreement shall be made in writing after both parties reach an agreement through consultation, and shall not take effect until it is signed by both parties and their authorized representatives.
7、 Liability for breach of contract
If either party violates the guarantee made in this agreement or any other obligations under this agreement, it shall be deemed as a breach of contract, and the other party shall have the right to claim compensation for the resulting losses (including reasonable expenses incurred due to the request), and the amount of compensation shall be limited to the actual losses caused to the other party.
If the general meeting of shareholders of the listed company or the CSRC fails to approve the issuance plan, the agreement will be automatically terminated, and neither party shall be liable for breach of contract to the other party.
8、 Documents for future reference
The subscription contract for non-public shares of Shenzhen Meizhi Decoration Design Co., Ltd. signed by the company and Yihao investment.
It is hereby announced.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) board of directors March 10, 2022
