Securities code: 300680 securities abbreviation: Wuxi Longsheng Technology Co.Ltd(300680) Announcement No.: 2022-005
Wuxi Longsheng Technology Co.Ltd(300680)
Announcement on adjusting the company's plan to issue A-Shares to specific objects in 2021
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.
Wuxi Longsheng Technology Co.Ltd(300680) (hereinafter referred to as "the company") held the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors on November 11, 2021, deliberated and adopted the proposal on the company's plan to issue A-Shares to specific objects in 2021 and other proposals related to the issue of A-Shares to specific objects. For details, the company posted on cninfo.com on November 12, 2021 Relevant announcements disclosed on.
Since Mr. Ni Ming, the controlling shareholder and one of the actual controllers of the company, intends to participate in the subscription of this offering, the company held the fourth meeting of the Fourth Board of directors and the fourth meeting of the Fourth Board of supervisors on February 9, 2022, The proposal on adjusting the company's plan for issuing A-Shares to specific objects in 2021 and other proposals related to the issue of A-Shares to specific objects were reviewed and adopted. 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 and registration of companies listed on the gem (for Trial Implementation) and other relevant laws In accordance with the provisions of laws and regulations and normative documents, adjust the issuance object and other contents in the issuance plan, make it clear that Ni Ming, the controlling shareholder and one of the actual controllers of the company, will be one of the issuance objects, participate in the subscription of A-share shares issued by the company to specific objects, and supplement the upper and lower limits of subscription amount, subscription price, sales restriction period and other matters accordingly, The specific adjustments are as follows:
1. Issuing object and subscription method
Before this revision:
There are no more than 35 (including) issuing objects of A-share shares to specific objects this time, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors, and other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The final offering object shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the offering according to the inquiry results in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the offering has been reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders. If the national laws and regulations have new provisions on the issuing object of issuing A-Shares to specific objects, the company will adjust according to the new provisions.
All issuers of A-Shares issued to specific objects this time subscribe for the shares issued this time in cash and at the same price.
After this revision:
There are no more than 35 Issuers (including) of A-share shares issued to specific objects, including Ni Ming, one of the actual controllers of the company, as well as securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons in accordance with the provisions of the CSRC Natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
Ni Ming plans to subscribe for the A shares issued to specific objects in cash, with a subscription amount of no less than 20 million yuan (including the number) and no more than 50 million yuan (including the number). The final offering object shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the offering according to the inquiry results in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the offering has been reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders. If the national laws and regulations have new provisions on the issuing object of issuing A-Shares to specific objects, the company will adjust according to the new provisions.
All issuers of A-Shares issued to specific objects this time subscribe for the shares issued this time in cash and at the same price.
2. Pricing base date, issue price and pricing principle
Before this revision:
The pricing benchmark date of this issuance of A-Shares to specific objects is the first day of the issuance period, The issue price shall not be less than 80% of the average trading price of the company's shares on the 20 trading days before the pricing benchmark date (average trading price of shares on the 20 trading days before the pricing benchmark date = total trading volume of shares on the 20 trading days before the pricing benchmark date / total trading volume of shares on the 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.
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the dividend / cash dividend per share is D, and the issue price after adjustment is P1, then:
(1) Dividend / Cash Dividend: P1 ＝ P0 － D
(2) Share offering or conversion to share capital: P1 = P0 / (1 + n)
(3) Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
The final offering price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the offering according to the actual inquiry results in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the offering has been reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders.
After this revision:
The pricing benchmark date of this issuance of A-Shares to specific objects is the first day of the issuance period, The issue price shall not be less than 80% of the average trading price of the company's shares on the 20 trading days before the pricing benchmark date (average trading price of shares on the 20 trading days before the pricing benchmark date = total trading volume of shares on the 20 trading days before the pricing benchmark date / total trading volume of shares on the 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.
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the dividend / cash dividend per share is D, and the issue price after adjustment is P1, then:
(1) Dividend / Cash Dividend: P1 ＝ P0 － D
(2) Share offering or conversion to share capital: P1 = P0 / (1 + n)
(3) Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
The final offering price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the offering according to the actual inquiry results in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the offering has been reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders.
Ni Ming does not 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, Ni Ming agrees to participate in this subscription with the issuance reserve price (80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date) as the subscription price.
3. Restricted period
Before this revision:
This time, A-Shares are issued to specific objects, and the shares subscribed by the issuing objects shall not be transferred within 6 months from the date of issuance. The shares obtained by the issuing object from the shares issued this time shall also comply with the above share locking arrangements due to the company's distribution of stock dividends, conversion of capital reserve and other forms. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. If the relevant laws, regulations and normative documents have other provisions on the restricted sale period of the shares subscribed by the issuing object and the transfer of shares after the expiration of the restricted sale period, such provisions shall prevail.
After this revision:
After the issuance of A-Shares to specific objects is completed, the shares subscribed by Ni Ming shall not be transferred within 18 months from the date of issuance, and the shares subscribed by other issuing objects shall not be transferred within 6 months from the date of issuance. The shares obtained by the issuing object from the shares issued this time shall also comply with the above share locking arrangements due to the company's distribution of stock dividends, conversion of capital reserve and other forms. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. If the relevant laws, regulations and normative documents have other provisions on the restricted sale period of the shares subscribed by the issuing object and the transfer of shares after the expiration of the restricted sale period, such provisions shall prevail.
The effectiveness and completion of matters related to the company's issuance of A-Shares to specific objects still need to be deliberated and approved by the company's general meeting of shareholders, reviewed and approved by Shenzhen Stock Exchange, and approved and registered by China Securities Regulatory Commission. Please pay attention to the risks.
It is hereby announced.
Wuxi Longsheng Technology Co.Ltd(300680)
Board of directors
February 10, 2022
