Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) summary of acquisition Report
Name of listed company: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Stock Code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) name of purchaser: Foshan Nanhai Yihao Investment Co., Ltd
Address / mailing address: room 402, 4th floor, traffic construction building, No. 60, Foping 2nd Road, Guicheng, Nanhai District, Foshan City
Name of the purchaser acting in concert: Guangdong Yijian equity investment partnership (limited partnership) domicile / mailing address: 404405, block 3, core area of qiandenghu venture capital town, No. 6, Guilan North Road, Guicheng Street, Nanhai District, Foshan City
Date of signature: March, 2002
Statement of acquirer and persons acting in concert
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of the summary of this report. 1、 The acquirer and its persons acting in concert prepare the summary of this report 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 the acquisition of listed companies, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 16 - Acquisition report of listed companies and relevant laws, regulations and departmental rules.
2、 In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, the summary of this report has fully disclosed the shares in which the acquirer and its acting parties have interests in Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) . As of the date of signing the summary of this report, except for the shareholding information disclosed in the summary of this report, the acquirer and its persons acting in concert have no interests in Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) in any other way.
3、 The summary of this report signed by the acquirer and its persons acting in concert has obtained the necessary authorization and approval, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the acquirer and its persons acting in concert.
4、 This acquisition is due to the fact that the acquirer intends to subscribe for the non-public shares of the listed company in cash, resulting in the acquirer and its concerted actors holding more than 30% of the equity of Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) and triggering the obligation of tender offer. According to the provisions 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, And the general meeting of shareholders of the company agrees that investors are exempted from making offers, and investors can be exempted from making offers.
The shares of this non-public offering that Yihao investment has promised to subscribe for shall not be transferred within 36 months from the date of the end of the offering. The relevant proposal that the acquirer is exempted from increasing the shares of the listed company by offer has been deliberated and adopted at the 13th meeting of the Fourth Board of directors of the listed company, which needs to be deliberated and approved by the general meeting of shareholders of the listed company.
5、 The acquisition is subject to the approval of the state-owned assets supervision and administration institution, and can be implemented only after the shareholders' meeting of the listed company deliberates and agrees that the acquirer and its persons acting in concert are exempted from issuing the acquisition offer and the approval of the CSRC.
6、 This acquisition is based on the information stated in the summary of this report. Except for the acquirer and its persons acting in concert and the professional institutions hired, no other person has been entrusted or authorized to provide information not listed in the summary of this report and make any explanation or explanation on the summary of this report.
7、 The purchaser and its persons acting in concert promise that the summary of this report is free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The acquirer and persons acting in concert declare that 1 catalog 1 interpretation Section 1 Introduction to the acquirer and its persons acting in concert two
1、 Basic information of the acquirer and its persons acting in concert two
2、 Controlling shareholders and actual controllers of acquirers and persons acting in concert two
3、 Main business and main financial data of the acquirer and persons acting in concert four
4、 Penalties and litigation and arbitration involving the acquirer and its persons acting in concert in the last five years five
5、 Key management personnel of acquirers and persons acting in concert 6. The acquirer, persons acting in concert and their controlling shareholders and actual controllers are listed in other domestic and overseas markets
Brief information of the company's equity shares reaching or exceeding 5% of the issued shares of the company 6 VII. Acquirers, persons acting in concert and their controlling shareholders and actual controllers hold more than 5% of the shares of financial institutions
The situation of the right six
8、 Description of the relationship between the acquirer and its persons acting in concert seven
9、 Changes of controlling shareholders and actual controllers of the acquirer in the last two years Section 2 acquisition decision and acquisition purpose eight
1、 The purpose of this acquisition eight
2、 The approval procedures that have been performed for this transaction and the approval of relevant departments that have not yet been performed eight
3、 Plans to continue to increase or dispose of shares with interests in the next 12 months eight
Section III acquisition method ten
1、 Shares in which the acquirer has interests before and after this transaction ten
2、 The acquisition method ten
3、 The main contents of this subscription agreement ten
4、 There are rights restrictions on the shares of Listed Companies in which the acquirer has interests Section 4 exemption from making an offer fourteen
1、 Matters and reasons for exemption from making an offer fourteen
2、 Equity structure of listed companies before and after this acquisition fourteen
Unless the context otherwise requires, the following abbreviations have the following meanings in the summary of this report: listed company, company, Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) , refers to Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) issuer
Acquirer and Yihao investment refers to Foshan Nanhai Yihao Investment Co., Ltd
Acting in concert, Guangdong Yijian refers to Guangdong Yijian equity investment partnership (limited partnership)
Nanhai state owned assets refers to the state owned assets supervision and Administration Bureau of Nanhai District, Foshan City
Nanhai urban construction investment refers to Foshan Nanhai Urban Construction Investment Co., Ltd
Nanhai holding refers to Guangdong Nanhai holding Investment Co., Ltd
Nanhai financial holding refers to Foshan Nanhai financial high tech Zone Investment Holding Co., Ltd
Nanhai construction refers to Guangdong Nanhai Construction Investment Development Co., Ltd
Nanhai Lianda refers to Foshan Nanhai Lianda investment (holding) Co., Ltd
Summary of the acquisition Report
Yihao investment participated in the subscription of Shenzhen Meizhi decoration design Engineering Co., Ltd. for the non-public offering shares of the company, and the number of subscribed shares is no more than 40593842 (including this number)
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Equity subscription contract refers to the subscription contract for non-public shares of Shenzhen Meizhi decoration design Engineering Co., Ltd. signed by Yihao investment and Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Section 1 Introduction to the acquirer and its persons acting in concert
1、 Basic information of the acquirer and its persons acting in concert
(I) basic information of the purchaser
Company name: Foshan Nanhai Yihao Investment Co., Ltd
Date of establishment: December 30, 2021
Long term business term
Legal representative: Yan Ming
Registered capital: 200 million yuan
Enterprise type limited liability company
Unified social credit code 91440605maa4kctq8g
Registered address: room 402, 4th floor, Jiaotong building, No. 60, Foping 2nd Road, Guicheng, Nanhai District, Foshan
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)
Tel: 075786322515
(II) basic information of the purchaser acting in concert
Company name: Guangdong Yijian equity investment partnership (limited partnership)
Date of establishment: September 21, 2020
Business term: September 21, 2020 to September 21, 2040
Executive partner Foshan Nanhai Yisheng Investment Consulting Co., Ltd
Yan Ming, appointed representative of the executive partner
The subscribed capital contribution is 790 million yuan
Type of enterprise: limited partnership
Unified social credit code 91440605ma55b4nh7b
Registered address: 404405, block 3, core area of qiandenghu venture capital town, No. 6, Guilan North Road, Guicheng Street, Nanhai District, Foshan City
General items: engage in equity investment, investment management, asset management, business scope and other activities with private equity funds (business activities can only be engaged in after completing the filing and registration of China Securities Investment Fund Association). (projects subject to approval according to law shall be approved by relevant departments
Tel: 075786322515
2、 The controlling shareholder and actual controller of the acquirer and persons acting in concert, Nanhai state-owned assets, through wholly-owned or holding companies, Foshan Nanhai Urban Construction Investment Co., Ltd., Guangdong Nanhai Construction Investment Development Co., Ltd., Guangdong Nanhai holding Investment Co., Ltd., Foshan Nanhai Financial High New Area Investment Holding Co., Ltd Foshan Nanhai Lianda investment (holding) Co., Ltd. holds a total of 51% equity of Yihao investment; Nanhai state owned assets holds 75.95% equity of Guangdong Yijian through its wholly-owned subsidiary Foshan Nanhai Urban Construction Investment Co., Ltd. As of the signing date of the summary of this report, the equity relationship structure of the acquirer and its persons acting in concert is as follows: (II) core enterprises and core businesses controlled by the acquirer, persons acting in concert and their controlling shareholders and actual controllers
1. Major subsidiaries controlled by the acquirer and its persons acting in concert
As of the signing date of the summary of this report, the acquirer has no control over other enterprises.
As of the signing date of the summary of this report, except for Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) , the persons acting in concert have not controlled other enterprises.
2. Major subsidiaries controlled by controlling shareholders
As of the signing date of the summary of this report, other major subsidiaries controlled by Nanhai urban construction investment are as follows:
Preface company name registered place registered capital shareholding ratio main business scope
No. (10000 yuan) case
Project investment, development, construction and management in Nanhai District, Foshan City;
Real estate development, sales and leasing of Fuping Second Road in Guicheng; real estate
1 traffic construction of No. 60 dayexin, Nanhai, Foshan 1200000 8
