Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022009 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement of resolutions of the 11th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the content of information disclosure is true, accurate and complete without false information
Records, misleading statements or material omissions.
1、 Meetings of the board of supervisors
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as “the company”) the 11th meeting of the 4th board of supervisors was held on the spot in the company’s conference room on the afternoon of March 10, 2022. The notice of this meeting was communicated in the form of written notice on February 28, 2022. The meeting was presided over by the chairman of the board of supervisors. There were 3 supervisors who should attend the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberating the proposal on the company’s eligibility for non-public offering of shares
Voting results: 1 in favor, 2 in avoidance, 0 against and 0 abstention.
This non-public offering constitutes a connected transaction, and Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
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, and in comparison with the conditions and qualifications of non-public offering of shares by listed companies, Conduct self-examination on the company’s actual operation and related matters, and review whether the company meets the relevant provisions on non-public offering of shares and meets the conditions and qualifications for non-public offering of shares.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) review the proposal on the company’s 2022 non-public stock development plan 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 the company’s connected supervisors Liu Guowei and Lin Zhiping avoided voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 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 Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
Voting results: 1 in favor, 2 in avoidance, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(III) review the proposal on the company’s 2022 non-public stock development plan
Voting results: 1 in favor, 2 in avoidance, 0 against and 0 abstention.
This non-public offering constitutes a connected transaction, and Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
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 proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022
Voting results: 1 in favor, 2 in avoidance, 0 against and 0 abstention.
This non-public offering constitutes a connected transaction, and Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
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 proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) deliberating the proposal on the signing of non-public development bank stock subscription contract with conditional effect between the company and specific objects
Voting results: 1 in favor, 2 in avoidance, 0 against and 0 abstention.
This non-public offering constitutes a connected transaction, and Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
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 contracts with specific objects. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VI) review the proposal on related party transactions involving non-public development of A-Shares in 2022
Voting results: 1 in favor, 2 in avoidance, 0 against and 0 abstention.
This non-public offering constitutes a connected transaction, and Mr. Liu Guowei and Ms. Lin Zhiping, the company’s connected supervisors, abstained from voting on the proposal. After the related supervisors avoided voting, the number of non related supervisors was less than half of the number of the board of supervisors, and the board of supervisors could not form an effective resolution.
The object of this non-public offering of shares is Yihao investment, an enterprise controlled by the actual controller of the company. Yihao investment subscribes for the company’s non-public offering of shares in cash, which constitutes a connected transaction with the company.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) announcement on related party transactions involving shares of non-public development banks (see cninfo.com for details)（ http://www.cn.info.com.cn. ）。
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the report on the use of the company’s previously raised funds
Voting results: 3 in favor, 0 against and 0 abstention.
