Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022018 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement on non-public offering of shares involving 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 " Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) " or "the company") intends to issue no more than 40593842 shares (including 40593842 shares) in a non-public offering, with a total raised capital of no more than 200 million yuan, all of which are subscribed by Foshan Nanhai Yihao Investment Co., Ltd. (hereinafter referred to as "Yihao investment") in cash, that is, no more than 30% of the total share capital of the company before the non-public offering, The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the relevant provisions of the CSRC and the actual subscription. The object of this issuance is Yihao investment, which is a related party controlled by the actual controller of the company, Foshan Nanhai District State owned assets supervision and Administration Bureau. The company signed the subscription contract for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) non public offering shares with Yihao investment on March 10, 2022. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, Yihao's investment in subscribing for the non-public offering of shares constitutes a connected 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 the relevant proposals of the non-public offering. The related directors have avoided voting on the above-mentioned resolutions, and the independent directors have 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, and the board of supervisors could not form an effective resolution.
This connected transaction shall be submitted to the general meeting of shareholders for deliberation.
2、 Related person introduction and relationship
(I) basic information of related parties
Nanhai Yihao Investment Co., Ltd
Legal representative: Yan Ming
Date of establishment: December 30, 2021
Registered capital: 200 million yuan
Registered address: room 402, 4th floor, Jiaotong construction building, No. 60, Foping 2nd Road, Guicheng, Nanhai District, Foshan
Unified social credit Code: 91440605maa4kctq8g
Business scope: general items: engaging in investment activities with its own funds. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
At present, the shareholders of Yihao investment are as follows:
Unit: 10000 yuan,%
No. name of shareholder subscribed capital contribution shareholding ratio
1 Foshan Nanhai Urban Construction Investment Co., Ltd. 300000 15
2 Guangdong Nanhai Construction Investment Development Co., Ltd. 300000 15
3 Guangdong Nanhai holding Investment Co., Ltd. 140000 7
4 Foshan Nanhai financial high tech Zone Investment Holding Co., Ltd. 140000 7
5 Foshan Nanhai Lianda investment (holding) Co., Ltd. 140000 7
6 Foshan Nanhai Tianyi Urban Construction Investment Development Co., Ltd. 140000 7
7 Foshan Nanhai Jiujiang Zhenyou Asset Management Co., Ltd. 140000 7
8 Foshan Yueqiao Asset Management Co., Ltd. 140000 7
9 Foshan Luming Power Technology Co., Ltd. 140000 7
10 Foshan Nanhai Zhizao Investment Co., Ltd. 140000 7
11 Foshan Nanhai Dali Shiyu Industrial Investment Co., Ltd. 140000 7
12 Foshan Nanhai Lishui Town Development Corporation 140000 7
Total 2000000 100
(II) relationship with listed companies
Yihao investment is a company controlled by the state owned assets supervision and Administration Bureau of Nanhai District, Foshan City, the actual controller of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Yihao investment is a related party of the company.
(III) performance capability analysis
Yihao investment exists in accordance with the law and operates normally. It is not a dishonest executee.
3、 Basic information of related party transactions
The subject matter of this related party transaction is the company's proposed non-public offering of shares, all of which are invested by Yihao, a related party controlled by the actual controller of the company, and subscribed in cash.
4、 Pricing policy and basis of subscription shares
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 rights and ex interests matters from the pricing benchmark date of this non-public offering to the issuance date, such as equity distribution, conversion of provident fund into share capital, additional issuance of new shares or allotment of shares, the issuance price will be adjusted accordingly.
5、 Main contents of related party transaction agreement
On March 10, 2022, the company and Yihao investment signed the subscription contract for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) non-public Development Bank shares. For details, please refer to the relevant announcement of the company disclosed on cninfo.com, an information disclosure website designated by the CSRC on March 11, 2022.
6、 Purpose of related party transactions and its impact on the company
The company plans to issue no more than 40593842 shares (including 40593842 shares) in a non-public manner, and the total amount of funds raised will not exceed 200 million yuan (including). After deducting the issuance expenses, the net amount of funds raised will be used to supplement the working capital. Through this non-public offering, the company further improves the scale of the company's net assets, effectively reduces the asset liability ratio, optimizes the capital structure, improves the company's profitability and anti risk ability, and ensures the steady progress and implementation of the company's strategic planning.
7、 Prior approval and independent opinions of independent directors
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on related party transactions. For details, see the prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors published on cninfo.com on the same day and the independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
8、 Documents for future reference
1. Resolutions 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
