Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022017 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement on requesting the general meeting of shareholders to approve investors from issuing offers
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.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as "the company") convened the 13th meeting of the 4th board of directors on the afternoon of March 10, 2022, deliberated and adopted the proposal on submitting the general meeting of shareholders to approve investors from issuing offers (hereinafter referred to as "the proposal"). The details are as follows:
Before this non-public offering, Guangdong Yijian held 29.99% of the shares of the company and was the controlling shareholder of the issuer. The actual controller was Foshan Nanhai District State owned assets supervision and Administration Bureau (hereinafter referred to as "Nanhai state owned assets"). After the completion of this non-public offering of shares, Guangdong Yijian and Yihao investment, controlled by Nanhai state-owned assets, will jointly hold more than 30% of the company's total share capital. Yihao investment's subscription for the shares of this non-public offering will trigger the obligation of tender offer under the administrative measures for the acquisition of listed companies.
According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, If the general meeting of shareholders of the company agrees that investors are exempted from issuing offers, relevant investors may be exempted from submitting exemption applications in accordance with the provisions of the preceding paragraph and directly apply to the stock exchange and securities registration and clearing institution for handling the procedures of share transfer and transfer registration.
Given that this transaction will not lead to the change of the controlling shareholder and actual controller of the company, and Yihao investment has promised that the shares obtained in this transaction will not be transferred within 36 months from the date 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), In case of exemption from holding more shares by offer in accordance with Article 63 of the measures for the administration of the acquisition of listed companies, the board of directors of the company agrees to submit to the general meeting of shareholders for approval that Yihao investment is exempted from issuing an offer.
This matter has been deliberated and approved at the 13th meeting of the Fourth Board of directors of the company. This transaction involves related party transactions, the related directors have avoided voting, and the independent directors have expressed their prior approval and independent opinions, which need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) board of directors March 10, 2022
