Securities code: 300680 securities abbreviation: Wuxi Longsheng Technology Co.Ltd(300680) Announcement No.: 2022-002
Wuxi Longsheng Technology Co.Ltd(300680)
Announcement on the resolution of the fourth meeting of the Fourth Board of directors
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、 Meetings of the board of directors
On February 9, 2022, Wuxi Longsheng Technology Co.Ltd(300680) (hereinafter referred to as "the company") the fourth meeting of the Fourth Board of directors was held in the company's conference room by means of on-site and communication voting. The notice of the meeting was notified to all directors by communication or in writing on January 30, 2022. The meeting was convened and presided over by Mr. Ni Ming, chairman of the board of directors. Six directors should attend the meeting and six actually attended the meeting.
The meeting was convened and held in accordance with the company law of the people's Republic of China, relevant laws, regulations, rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation by the directors present at the meeting, the following resolutions were adopted by voting:
1. The proposal on the company meeting the conditions for issuing A-Shares to specific objects was deliberated and adopted
According to 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, regulations and normative documents, and in comparison with the actual situation of the company, the board of Directors considers that the company complies with the provisions of current laws and regulations on issuing A-Shares to specific objects, Meet the conditions for issuing A-Shares to specific objects.
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes. Ni Ming and Ni Maosheng, the related directors, avoided voting, and the proposal was adopted.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on adjusting the company's plan for issuing A-Shares to specific objects in 2021 was deliberated and adopted. The issue of A-Shares to specific objects in 2021 (hereinafter referred to as "the issue") was deliberated and adopted at the third meeting of the Fourth Board of directors and the third meeting of the Fourth Board of supervisors on November 11, 2021. In view of the fact that Mr. Ni Ming, the actual controller of the company, intends to participate in the subscription of this issuance, the board of directors agrees that the company has adjusted some matters of this issuance plan. The board of directors has considered the specific contents of this adjustment item by item, and the related directors Ni Ming and Ni Maosheng have avoided voting. The voting of other non affiliated directors is as follows:
(1) Type and par value of issued shares
The type of shares issued to specific objects this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(2) Issuing method and time
All the shares issued this time are issued to specific objects. The company will issue them at an appropriate time within the validity period of the registration document approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission on the issuance of shares to specific objects.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(3) Issuing object and subscription method
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.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(4) Pricing base date, issue price and pricing principle
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.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(5) Number of issues
The total number of shares issued to the target is determined by dividing the total number of shares issued by this issue by the number of shares raised by this issue (excluding the number of shares issued to the target of this issue by 7015%). Within the above scope, the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance according to the actual subscription situation in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange after the issuance has passed the review of Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders.
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of A-Shares issued to specific objects will be adjusted accordingly.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(6) Restricted period
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.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(7) Total amount and purpose of raised funds
The total amount of funds raised from the issuance of shares to specific objects does not exceed 716.211 million yuan (inclusive). The net amount of funds raised after deducting the issuance expenses is planned to be invested in the following projects:
Unit: 10000 yuan
No. project name total project investment amount of funds to be raised
Core zero of new energy high efficiency and high density drive motor system
1 70838.96 53621.10 component R & D and manufacturing project (phase I)
2. Supplementary working capital 18000.00 18000.00
Total 88838.96 71621.10
Before the raised funds are in place, the company will invest in advance through self raised funds according to the actual situation of the implementation progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. If the net amount raised by the company is less than the above-mentioned funds, the company plans to solve the shortage.
On the premise of not changing the investment project of the raised funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(8) Listing location
The shares issued to specific objects will be listed on the gem of Shenzhen Stock Exchange.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(9) Arrangements for the company's accumulated undistributed profits before the issuance
After the issuance of A-Shares to specific objects, the undistributed profits accumulated before the issuance of the company shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
(10) Validity period of this issuance resolution
The issuance resolution shall be valid within 12 months from the date when the company's general meeting of shareholders deliberates and adopts the relevant proposal of the issuance.
Voting results: 4 in favor, 0 against and 0 abstention. The proposal was adopted.
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. After the above plans for this offering are examined and approved item by item by the general meeting of shareholders of the company, they shall be implemented after being examined and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission. 3. The proposal on the demonstration and analysis report (Revised Draft) of the company's plan to issue A-Shares to specific objects in 2021 was reviewed and approved
Due to the adjustment of the relevant contents of this issuance plan, the demonstration and analysis report on the company's A-share issuance scheme to specific objects in 2021 needs to be adjusted synchronously, and the demonstration and analysis report on the company's A-share issuance scheme to specific objects in 2021 (Revised Version) is prepared.
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to cninfo.com.cn published by the company on the same day Relevant announcements on.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes. Ni Ming and Ni Maosheng, the related directors, avoided voting, and the proposal was adopted.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Draft) was deliberated and adopted
Due to the adjustment of the relevant contents of this issuance plan, the company's plan for issuing A-Shares to specific objects in 2021 needs to be adjusted synchronously. The company has prepared the plan for issuing A-Shares to specific objects in 2021 (Revised Version).
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to cninfo.com.cn published by the company on the same day Relevant announcements on.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes. Ni Ming and Ni Maosheng, the related directors, avoided voting, and the proposal was adopted.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
According to the adjustment of the issuance plan, the company and Ni Ming, the actual controller, signed the share subscription agreement with conditional effect for the issuance of A-Shares to specific objects in Wuxi Longsheng Technology Co.Ltd(300680) 2021. This transaction constitutes a related party transaction.
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to cninfo.com.cn published by the company on the same day Relevant announcements on.
Voting results: 4 affirmative votes, 0 negative votes and 0 abstention votes. Ni Ming and Ni Maosheng, the related directors, avoided voting, and the proposal was adopted.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on the feasibility analysis report on the use of funds raised by the company's issuance of A-Shares to specific objects in 2021 (Revised Draft) was deliberated and adopted
In view of the company's adjustment of some matters of this issuance plan, the related directors need to avoid voting on this proposal and update the matters related to the approval of the raised investment project, the company has prepared the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2021 (Revised Version).
The independent directors of the company have issued their prior approval opinions and agreed independent opinions on this proposal. have
