Securities code: 300680 securities abbreviation: Wuxi Longsheng Technology Co.Ltd(300680) Announcement No.: 2022-010
Wuxi Longsheng Technology Co.Ltd(300680)
Announcement on related party transactions involved in the issuance of A-Shares to specific objects
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、 Overview of related party transactions
1. Wuxi Longsheng Technology Co.Ltd(300680) (hereinafter referred to as "the company") plans to issue no more than 302777708 A shares (including) shares to specific objects (hereinafter referred to as "the issuance"), and Mr. Ni Ming, one of the controlling shareholder and actual controller, plans to subscribe for part of the shares issued by the company in cash.
2. Mr. Ni Ming is one of the controlling shareholders and actual controllers of the company, and serves as the chairman and general manager of the company. The total amount of funds raised by the company in this offering does not exceed 716.211 million yuan (inclusive), of which Mr. Ni Ming plans to subscribe for A-share shares issued this time in cash, with a subscription amount of not less than 20 million yuan (inclusive) and not more than 50 million yuan (inclusive). Therefore, this issuance constitutes a connected transaction.
3. The company held the fourth meeting of the Fourth Board of directors on February 9, 2022, which deliberated and passed the proposal on signing conditional effective share subscription agreement and related party transactions with the subscription object, the proposal on related party transactions involved in the issuance of A-Shares to specific objects, and other related proposals on the issuance of shares to specific objects. The related directors, Mr. Ni Ming Mr. Ni Maosheng avoided voting, and the independent director gave his prior approval opinion and agreed independent opinion.
This matter can only be implemented after being deliberated and approved by the first extraordinary general meeting of shareholders in 2022, reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission. 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 this announcement, Mr. Ni Ming and Mr. Ni Maosheng, acting in concert, 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、 Basic information 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 policy and basis of related party transactions
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、 From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of 2022 to the disclosure date, there was no connected transaction between the company and its connected person, Mr. Ni Ming.
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 opinions of the recommendation institution
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.
10、 Documents for future reference
1. Resolutions of the fourth meeting of the Fourth Board of directors of the company;
2. Resolutions of the fourth meeting of the Fourth Board of supervisors of the company;
3. Prior approval opinions of independent directors of the company on matters related to the fourth meeting of the Fourth Board of directors;
4. Independent opinions of the company's independent directors on matters related to the fourth meeting of the Fourth Board of directors;
5. The company and Mr. Ni Ming signed the Wuxi Longsheng Technology Co.Ltd(300680) 2021 conditional effective share subscription agreement for issuing A-Shares to specific objects.
It is hereby announced.
Wuxi Longsheng Technology Co.Ltd(300680) board of directors February 10, 2022
