Securities code: 300680 securities abbreviation: Wuxi Longsheng Technology Co.Ltd(300680) Announcement No.: 2022-009
Wuxi Longsheng Technology Co.Ltd(300680)
Announcement on signing a conditional effective share subscription agreement with the subscriber
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、 Signing of the agreement
On February 9, 2022, Wuxi Longsheng Technology Co.Ltd(300680) (hereinafter referred to as "the company") held the fourth meeting of the Fourth Board of directors, deliberated and adopted the proposal on signing conditional effective share subscription agreement and related party transactions with the subscribers, and agreed with the controlling shareholders of the company Mr. Ni Ming, one of the actual controllers (hereinafter referred to as "Party B"), signed the conditional effective share subscription agreement for issuing A-Shares to specific objects in Wuxi Longsheng Technology Co.Ltd(300680) 2021 (hereinafter referred to as "conditional effective share subscription agreement"), This matter can only be implemented after being deliberated and approved by the first extraordinary general meeting of shareholders in 2022, reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission.
2、 Main contents of the conditional effective share subscription agreement
(I) contract subject and signing time
1. Contract subject
Party A: Wuxi Longsheng Technology Co.Ltd(300680)
Party B: Ni Ming
2. Signing time
February 9, 2022
(II) subscription method, subscription quantity, price and sales restriction period
1. Subscription price and method
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance of shares. The price of the issued shares shall not be lower 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). In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance base price will be adjusted accordingly.
Party B agrees not to participate in the market bidding process of this issuance of a shares, but accepts the market bidding results and subscribes for the A shares issued to specific objects at the same price as other specific investors. If the issuance price of A-Shares to specific objects fails to be generated through bidding, Party B agrees to participate in this subscription with the issuance base price (80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date) as the subscription price.
Party B promises to subscribe for the shares issued this time in cash according to the final issue price determined in the preceding paragraph. Party B promises that the subscription amount in this issue will not be less than 20 million yuan (including this amount) and not more than 50 million yuan (including this amount). 2. Subscription quantity
Party B promises to subscribe in cash at the same subscription price as other issuers, and the subscription amount in this issuance shall not be less than 20 million yuan (including this amount) and not more than 50 million yuan (including this amount). The final number of shares subscribed by Party B = the final subscription amount ÷ the final subscription price (the number of shares subscribed is rounded down, and if the fractional part is less than one share, Party B shall voluntarily give up).
If Party B's subscription no longer meets the relevant regulations or requirements according to the regulatory requirements at that time, Party B will give up the subscription.
3. Restricted period
(1) Party B promises that the shares subscribed by Party A for this issuance shall not be transferred within 18 months from the date of issuance. If the CSRC and Shenzhen Stock Exchange have different opinions on the above lock-in period arrangement, Party A will revise the above lock-in period arrangement according to the guidance of the CSRC and Shenzhen Stock Exchange at that time. Such adjustment will not be deemed as Party A's breach of contract, and Party B agrees to unconditionally implement such arrangement at that time.
(2) Party B shall, in accordance with relevant laws and regulations and the relevant provisions of the CSRC and Shenzhen Stock Exchange, issue relevant lock-in commitments for the shares subscribed in this offering and handle relevant stock lock-in matters as required by Party A.
(3) Party B promises that if the shares subscribed by Party B for the shares issued by Party A this time and the shares bearing fruits due to Party A's bonus shares, conversion of share capital and other reasons, when reducing the shares after the expiration of the lock-in period, it shall comply with the effective provisions of relevant laws and regulations on short-term trading, insider trading and so on of China Securities Regulatory Commission and Shenzhen Stock Exchange at that time, Relevant parties shall not cooperate with the reduction to manipulate the share price.
(III) effective conditions and time of the contract
Both parties agree that this Agreement shall be established after being signed by the legal representative of Party A or its authorized representative and stamped with the official seal of Party A and signed by Party B. it shall come into force when all the following conditions are met, and the date when the last condition is met shall be the effective date of this Agreement: 1. This issuance has been approved by the board of directors and the general meeting of shareholders of Party A;
2. This offering was approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration.
(IV) liability for breach of contract clause
1. Both parties shall consciously perform this agreement based on the principles of honesty and credibility.
2. After the signing of this agreement, either party fails to perform or properly perform any of its obligations under this agreement, or violates any representation and / or warranty made under this agreement, which shall constitute a breach of contract. Unless otherwise agreed in this agreement or provided by law, the non breaching party has the right to require the breaching party to continue to perform or take remedial measures, and has the right to require the breaching party to pay liquidated damages to the non breaching party according to 10% of the share subscription amount agreed in this agreement. If the liquidated damages paid by the defaulting party are insufficient to compensate the observant party for its actual losses, the observant party has the right to require the defaulting party to continue to compensate until it makes up for all losses suffered by the observant party, including but not limited to legal fees, lawyer fees, preservation fees, execution fees, etc. incurred by the observant party in safeguarding its own rights and interests.
3. After all the "effective conditions" specified in this Agreement are met, Party B fails to pay all the share subscription money in cash in one time according to the time limit specified in the payment notice received by Party B, which constitutes a breach of contract; For each overdue day, Party A has the right to require Party B to pay liquidated damages to Party A according to 0.03% of the unpaid share subscription amount; If Party B delays the payment for more than 15 days, Party A has the right to unilaterally terminate this Agreement and require Party B to pay liquidated damages to Party A according to 10% of the total share subscription price. If the liquidated damages paid by Party B are not enough to compensate Party A for the actual losses, Party A has the right to require Party B to continue to compensate until it makes up for all losses suffered by Party A, including but not limited to legal fees, attorney fees, preservation fees, execution fees, etc. incurred by Party A in safeguarding its own rights and interests.
4. If the final subscription quantity of Party B is different from the subscription quantity determined by the formula agreed in this agreement due to regulatory approval, Party A has the right to adjust the final subscription quantity of Party B under the condition that it does not exceed the subscription quantity agreed in this agreement, and Party A will not bear the responsibility for insufficient sale and will not be deemed as Party A's breach of contract.
5. If Party B abandons this subscription for the reasons agreed in this agreement, it will not constitute Party B's breach of contract.
6. If the issue agreed under this agreement is not approved by the general meeting of shareholders of Party A, or approved by Shenzhen Stock Exchange or registered with the CSRC, resulting in the failure to perform this agreement, this Agreement shall be terminated, but it shall not constitute Party A's breach of contract.
3、 Documents for future reference
1. The company and Mr. Ni Ming signed the Wuxi Longsheng Technology Co.Ltd(300680) 2021 conditional effective share subscription agreement for issuing A-Shares to specific objects.
It is hereby announced.
Wuxi Longsheng Technology Co.Ltd(300680) board of directors February 10, 2022
