Stock Code: 300680 stock abbreviation: Wuxi Longsheng Technology Co.Ltd(300680) Announcement No.: 2022-007 Wuxi Longsheng Technology Co.Ltd(300680)
Plan for issuing A-Shares to specific objects in 2021 (Revised)
February, 2002
Company statement
The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan.
This plan is prepared 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 the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020).
After the issuance of A-Shares to specific objects and listing on the gem, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by the issuance of A-Shares to specific objects.
This plan is the explanation of the board of directors of the company on the issuance of A-Shares to specific objects. Any statement to the contrary is untrue.
Investors should consult their own stockbrokers, lawyers, accountants or other professional advisers if they have any questions.
The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the approval authority on the matters related to the issuance of A-Shares to specific objects. The effectiveness and completion of the matters related to the issuance of A-Shares to specific objects described in this plan need to be deliberated and approved by the general meeting of shareholders of the company Shenzhen Stock Exchange has passed the examination and registration with the consent of China Securities Regulatory Commission.
Important tips
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The matters related to the issuance of A-Shares to specific objects have been deliberated and approved at the third meeting of the Fourth Board of directors of the company. The matters related to the adjustment of the scheme for the issuance of A-Shares to specific objects have been deliberated and approved at the fourth meeting of the Fourth Board of directors of the company, which needs to be deliberated and approved by the shareholders’ meeting of the company It can be implemented only after it is examined and approved by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission.
2. 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.
3. 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.
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. 4. The number of A-Shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price, and the issued number shall not exceed 15% of the total share capital before this issue, that is, not more than 3027708 shares (including this number). 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.
5. 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
1 new energy high efficiency and high density drive motor system core parts 70838.96 53621.10 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 of funds raised this time is lower than the amount to be invested in the above projects, the insufficient part will be raised by the company itself. 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.
6. 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.
7. The issuance of A-Shares to specific objects will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company’s equity distribution not meeting the listing conditions.
8. 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.
9. In accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) and other relevant laws, regulations, normative documents, the articles of Association and other relevant systems of the CSRC, Combined with the actual situation of the company, the company further improved the dividend distribution policy and formulated the plan for shareholders’ dividend return in Wuxi Longsheng Technology Co.Ltd(300680) the next three years (2021-2023). For the specific contents of the profit distribution policy, see “section VI company’s profit distribution policy and implementation” of the plan. 10. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) In order to protect the interests of small and medium-sized investors, The company has analyzed the impact of the issue of A-Shares to specific objects on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. Relevant subjects have made commitments to the practical implementation of the company’s measures to fill the return. For details, see “section VI statement and commitments of the board of directors related to this issue” in this plan.
The company specially reminds investors that the measures to fill the return formulated by the company do not guarantee the company’s future profits. Investors should not make investment decisions accordingly; The company shall not be liable for any loss caused by the investor’s investment decision.
11. In particular, investors are reminded to carefully read the “section V risk description related to this stock issuance” of this plan and pay attention to investment risks.
catalogue
The company declares that 2 important tips 3 catalog 7 interpretation Section 1 Summary of the stock issuance scheme to specific objects eleven
1、 Basic information of the issuer eleven
2、 Background and purpose of this issuance of shares to specific objects eleven
3、 Issuing object and its relationship with the company fourteen
4、 Summary of the stock issuance plan fifteen
5、 Whether this issuance constitutes a connected transaction eighteen
6、 Does this issuance lead to changes in the company’s control 18 VII. Whether the implementation of the stock issuance plan to specific objects may lead to the equity distribution not meeting the listing conditions 19 VIII. The situation that the issuance plan has been approved by the relevant competent authorities and the procedures to be submitted for approval Section 2 basic information of the issuing object twenty
1、 Basic information of the issuing object twenty
2、 Summary of the contents of the share subscription contract with effective conditions twenty-two
Section III feasibility analysis of the board of directors on the use of the raised funds twenty-six
1、 Use plan of raised funds twenty-six
2、 Feasibility analysis of the project invested by the raised funds twenty-six
3、 The impact of this issuance on the operation, management and financial status of the company Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 33 I. Changes in the company’s business, articles of association, shareholder structure and senior management structure after the issuance thirty-three
(I) changes in the company’s business after this offering thirty-three
(II) changes in the articles of association after this offering thirty-three
(III) changes in the company’s equity structure after the issuance thirty-three
(IV) changes in the structure of senior executives of the company after the issuance thirty-four
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 34 III. business between the company and enterprises controlled by actual controllers, controlling shareholders and their affiliates after the issuance
And management relationship, related party transactions and changes in horizontal competition 35 IV. after this issuance, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates or public
Guarantee provided by the company for controlling shareholders and their affiliates 35 v. whether the company’s debt structure is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Debt), whether there is a situation that the debt ratio is too low and the financial cost is unreasonable Section V risk description related to this stock issuance thirty-six
1、 The risk that the operating benefit of the project invested with raised funds is not as good as expected thirty-six
2、 The risk of diluting the immediate return of this offering thirty-six
3、 Risks of policy changes in the automotive industry thirty-six
4、 Technical risks thirty-seven
5、 The risk of goodwill impairment thirty-seven
6、 Risks caused by macroeconomic cycle fluctuations and changes in the demand of downstream industries thirty-seven
7、 Risks of depreciation of new fixed assets affecting future operating performance thirty-eight
8、 Management risks brought by the expansion of production scale thirty-eight
9、 The risk of rising raw material costs thirty-eight
