Huaying Securities Co., Ltd
About Wuxi Longsheng Technology Co.Ltd(300680)
The issuance of shares to Huaying Securities Co., Ltd. (hereinafter referred to as "300A") in accordance with the administrative measures for the issuance of shares to Huaying Securities Co., Ltd. (hereinafter referred to as "the sponsor") in 2020 Relevant provisions such as the Shenzhen Stock Exchange GEM Listing Rules have carefully verified the share subscription agreement and related party transactions with effective conditions signed by Wuxi Longsheng Technology Co.Ltd(300680) and specific objects. The specific circumstances are as follows: 1. Overview of related party transactions
(I) on February 9, 2022, Wuxi Longsheng Technology Co.Ltd(300680) and Mr. Ni Ming, the controlling shareholder and one of the actual controllers, signed the conditional effective share subscription agreement for the issuance of A-Shares to specific objects in Wuxi Longsheng Technology Co.Ltd(300680) 2021. 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).
(II) Mr. Ni Ming is the controlling shareholder and one of the actual controllers, and serves as the chairman and general manager of the company. As of the date of issuance of this verification opinion, Mr. Ni Ming and the person acting in concert, Mr. Ni Maosheng, have directly held 66559192 shares of the company, accounting for 32.97% of the total share capital of the company. They are the controlling shareholder and actual controller of the company. Ni Maosheng and Ni Ming are father and son. Ni Ming directly holds 17442180 shares of the company, accounting for 8.64% of the total share capital of the company; Ni Maosheng directly holds 49117012 shares of the company, accounting for 24.33% of the total share capital of the company. According to the Shenzhen Stock Exchange GEM Listing Rules, this issuance to specific objects constitutes a connected transaction.
(III) on February 9, 2022, the fourth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on signing conditional effective share subscription agreement and related party transactions with subscribers and the proposal on related party transactions involved in the issuance of A-Shares to specific objects by 4 votes in favor, 0 votes against, 0 votes abstained and 2 votes avoided, Related directors Mr. Ni Ming and Mr. Ni Maosheng abstained from voting. The matter has been approved by the independent directors of the company in advance, and the independent directors have expressed their consent.
Will abstain from voting.
(V) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of related parties
Mr. Ni Ming, Chinese nationality, has no permanent right of residence abroad, and his domicile is Wuxi City, Jiangsu Province. As of the date of issuance of this verification opinion, Mr. Ni Ming and the person acting in concert, Mr. Ni Maosheng, have directly held 66559192 shares of the company, accounting for 32.97% of the total share capital of the company. They are the controlling shareholder and actual controller of the company. Among them, Ni Maosheng and Ni Ming are father son relationship. Ni Maosheng directly holds 49117012 shares of the company, accounting for 24.33% of the total share capital of the company; Ni Ming directly holds 17442180 shares of the company, accounting for 8.64% of the total share capital of the company.
Relationship with listed companies: Mr. Ni Ming is the controlling shareholder and one of the actual controllers, and serves as the chairman and general manager of the company. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies' standardized operation guidelines and the articles of association, Mr. Ni Ming is a related person of the company, and the above transactions constitute related party transactions. 3、 Subject matter of related party transactions
The subject matter of this transaction is the RMB common shares (A shares) issued by the company to specific objects. 4、 Pricing basis of transaction
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.
Mr. Ni Ming agrees not to participate in the market bidding process of this issuance of a shares, but accepts the results of the market bidding 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, Mr. 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. 5、 Main contents of related party transaction agreement
The main contents of the related party transaction agreement are detailed in the company's website (www.cn. Info. Com. CN.) on the same day Announcement on signing conditional effective share subscription agreement with subscription object and other announcements disclosed. 6、 Transaction purpose and impact on the company
In order to seize the development opportunity of new energy vehicles, meet the market demand, increase the production capacity of drive motor iron core products, improve the company's core competitiveness, supplement the company's working capital and improve the company's ability to resist risks. The company plans to raise funds by issuing shares to specific objects for the R & D and manufacturing of core components of new energy efficient and high-density drive motor system. Mr. Ni Ming's participation in the subscription of the company's shares issued to specific objects reflects the shareholders' support for the company's strategic development and confidence in the company's development prospects, and helps the company effectively achieve its strategic development goals.
After the completion of the issuance of shares to specific objects, the company's control will not change, and the related party transaction will not have an adverse impact on the company's independent operation, financial status and operating results, and will not involve the acquisition of assets or equity; There is no case that the company's funds and assets are occupied by the controlling shareholders and their affiliates, and there is no case that the company provides guarantees for the controlling shareholders and their affiliates. 7、 The total amount of related party transactions between Mr. Ni Ming and the company from the beginning of the year to the date of 2022 does not exist. 8、 Prior approval and independent opinions of independent directors
The independent directors of the company approved in advance the matters related to the related party transactions involved in the issuance of shares to specific objects submitted to the fourth meeting of the Fourth Board of directors of the company, and the independent directors of the company expressed their agreed independent opinions on the matters related to the related party transactions constituted by the issuance of shares to specific objects. For details, please refer to the company's website (www.cn. Info. Com) on the same day The disclosed prior approval opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors and independent opinions of independent directors on matters related to the fourth meeting of the Fourth Board of directors. 9、 Verification of the sponsor
Huaying securities checked the related party transaction information disclosure documents, relevant resolutions of the board of directors, opinions of independent directors and related agreements of the company.
After verification, the sponsor believes that the related party transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have approved the related party transaction in advance and issued agreed independent opinions, which will be submitted to the general meeting of shareholders for deliberation, and the decision-making procedures comply with the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and the management system of related party transactions of the company; The pricing mechanism of this related party transaction is fair, and there is no damage to the interests of the company and non related shareholders.
The recommendation institution has no objection to the company's related party transactions.
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There is no text on this page, which is the signature page of the "opinions of Huaying Securities Co., Ltd. on the verification of Wuxi Longsheng Technology Co.Ltd(300680) issuing A-Shares to specific objects involving related party transactions") (sponsor representative:
Zhao Jiancheng, Wang Qi
Huaying Securities Co., Ltd
