Wuxi Longsheng Technology Co.Ltd(300680)
Independent directors’ opinions on the fourth meeting of the Fourth Board of directors
Independent opinions on relevant matters
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association of Wuxi Longsheng Technology Co.Ltd(300680) and other relevant laws, regulations and systems of China Securities Regulatory Commission, as independent directors of the company, based on independence, objectivity Based on fair judgment, diligence and conscientiousness, and after careful review, the independent opinions on the relevant proposals considered at the fourth meeting of the Fourth Board of directors of the company are as follows:
1、 Independent opinions on the company meeting the conditions for issuing A-Shares to specific objects
After verification, we believe that according to the provisions and requirements of the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, after self-examination of the actual situation of the company item by item, We believe that the company meets the conditions for issuing shares to specific objects. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to the proposal that the company meets the conditions for issuing A-Shares to specific objects and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on adjusting the company’s plan to issue A-Shares to specific objects in 2021
After verification, we believe that the adjusted issuance plan of the company complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) and other relevant laws and regulations; The principle, basis, method and procedure of issuing pricing in the plan are reasonable, and the issuing plan is practical and feasible, which is in line with the long-term development goal of the company and the interests of shareholders. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to the proposal on adjusting the company’s plan to issue A-Shares to specific objects in 2021 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the demonstration and analysis report (Revised Draft) of the company’s plan to issue A-Shares to specific objects in 2021
After verification, we believe that due to the adjustment of the relevant contents of this issuance plan, the company has prepared the demonstration and analysis report of the company’s A-share issuance plan to specific objects in 2021 (Revised Draft). We believe that the adjusted report comprehensively considers the company’s development trend, development strategy, capital demand, financing planning, etc, It fully demonstrates the rationality of the pricing principle, basis, method and procedure of this issuance, and the feasibility of this issuance method. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to the proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects in 2021 (Revised Draft), and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft)
After verification, we believe that due to the adjustment of the relevant contents of this issuance plan, the company has prepared the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft). We believe that the adjusted plan comprehensively considers the current situation and development trend of the industry, the current situation of the company and the impact of this issuance on the company, Comply with the provisions of relevant laws, regulations and normative documents and the actual situation of the company. The adjusted plan does not harm the interests of the company and all its shareholders, especially the minority shareholders, and is in line with the interests of the company and all shareholders. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 (Revised Draft), and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5、 After verification, we believe that the conditional effective share subscription agreement complies with the provisions of relevant laws, regulations and normative documents and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to sign the conditional effective share subscription agreement and related party transaction with the subscription object, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Independent opinions on the feasibility analysis report (Revised Version) on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2021
After verification, we believe that: 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 Draft). We believe that, The investment project of raising funds to specific objects has good development prospects and profitability, which is conducive to effectively promote the company’s strategic development plan and further improve the company’s industry status and anti risk ability. The project is feasible and in line with the interests of the company and all shareholders. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to 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), and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7、 Independent opinions on reconsidering the proposal of the company to issue A-Shares to specific objects, dilute the immediate return and fill the return measures and commitments of relevant subjects
After verification, we believe that in view of the company’s adjustment to some matters of this issuance plan, the related directors need to avoid voting on this proposal.
We agree to reconsider the proposal on the measures for diluting the immediate return and filling the return and the commitments of relevant subjects when the company issues A-Shares to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on reconsidering the proposal that the general meeting of shareholders authorize the board of directors to handle matters related to the issuance of A-Shares to specific objects
After verification, we believe that in view of the company’s adjustment to some matters of this issuance plan, the related directors need to avoid voting on this proposal.
We agree to reconsider the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of A-Shares to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Independent opinions on related party transactions involved in the issuance of A-Shares to specific objects
After verification, we believe that the issuing objects of this issuance to specific objects include Mr. Ni Ming, who is the controlling shareholder and one of the actual controllers of the company, and serves as the chairman and general manager. Therefore, according to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the company’s issuance of A-Shares to it constitutes a connected transaction.
The decision-making procedures of this connected transaction comply with the provisions of the company law, the securities law, 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 the articles of association. This connected transaction complies with the principles of openness, fairness and impartiality and the interests of all shareholders of the company. When the board of directors considered the above related matters, the related directors have avoided voting.
We agree to the proposal on related party transactions involved in the issuance of A-Shares to specific objects, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10、 Independent opinions on foreign investment of wholly-owned subsidiaries
After verification, we believe that Wuxi Longsheng New Energy Technology Co., Ltd. (hereinafter referred to as “Longsheng new energy”), a wholly-owned subsidiary of the company, plans to invest in the R & D and manufacturing project of core components of new energy efficient and high-density drive motor system, which is in line with the company’s development plan, can further improve the company’s comprehensive competitiveness and sustainable profitability, and meet the company’s future development needs, This foreign investment is in line with the interests of the company and all shareholders, and there is no situation damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation procedures of this matter comply with the provisions of relevant laws and regulations. This investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
We agree to the proposal on foreign investment of wholly-owned subsidiaries and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
11、 Independent opinions on the by election of directors of the Fourth Board of directors and the appointment of deputy general manager of the company
The nomination and appointment procedures of candidates for directors and deputy general managers of the company comply with the company law, the articles of association and other relevant provisions. After careful investigation of the personal resumes of the candidates for directors and deputy general managers, we believe that Mr. Wei Yingchun has the qualifications, working ability, professional quality and management level to serve as directors and deputy general managers, and has not been punished by the CSRC and other relevant departments or the stock exchange, Or those who are prohibited from taking office as stipulated in the company law and are determined as prohibited from entering the market by the CSRC.
To sum up, we agree to appoint Mr. Wei Yingchun as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of this board of directors to the expiration of the Fourth Board of directors; Agree to elect Mr. Wei Yingchun as a non independent director of the Fourth Board of directors of the company, and agree to submit it to the general meeting of shareholders of the company for deliberation.
(no text below)
(there is no text on this page, which is the signature page of Wuxi Longsheng Technology Co.Ltd(300680) independent directors’ independent opinions on matters related to the fourth meeting of the Fourth Board of directors of the company) signature of independent directors: Zheng Shiqiao, Yin Bifeng, Yin aisun
February 9, 2022
