Securities code: 300752 securities abbreviation: Shenzhen Longli Technology Co.Ltd(300752) Announcement No.: 2022-007 Shenzhen Longli Technology Co.Ltd(300752)
On changing the registered capital of the company, amending the articles of association and handling industrial and commercial procedures
Announcement of registration change
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shenzhen Longli Technology Co.Ltd(300752) (hereinafter referred to as “the company”) held the 31st meeting of the second board of directors on January 8, 2022, deliberated and adopted the proposal on changing the company’s registered capital, amending the articles of association and handling the change of industrial and commercial registration. The details are as follows.
1、 Details of change of registered capital
With the approval of “zjxk [2020] No. 2494” document of China Securities Regulatory Commission, the company publicly issued 3.245 million convertible corporate bonds on October 29, 2020, with a face value of 100 yuan each, a total issuance amount of 324.5 million yuan and a term of 6 years. With the consent of Shenzhen Stock Exchange, the company’s convertible bonds will be listed and traded on Shenzhen Stock Exchange from November 16, 2020, and the bonds are referred to as “Longli convertible bonds”. According to the prospectus for issuing convertible corporate bonds to unspecified objects on the Shenzhen Longli Technology Co.Ltd(300752) gem (hereinafter referred to as the prospectus), Longli convertible bonds can be converted into shares of the company from May 6, 2021.
At the 23rd Meeting of the second board of directors held on April 26, 2021 and the 2020 annual general meeting of shareholders held by the company on May 17, 2021, the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020 was reviewed and approved, The company’s profit distribution plan for 2020 is: Based on the total share capital of 120522320 shares before the 23rd Meeting of the second board of directors, the company will distribute cash dividends of RMB 0.8 (tax included) for every 10 shares to all shareholders, with a total cash distribution of RMB 9641785.6 (tax included); At the same time, the capital reserve will be used to increase 6 shares for every 10 shares to all shareholders, with a total of 72313392 shares. After the increase, the total share capital of the company will be increased to 192835712 shares. If the total share capital of the company changes before the implementation of the distribution plan, the distribution proportion will be adjusted accordingly according to the principle that the total distribution amount remains unchanged.
Since the convertible corporate bond “Longli convertible bond” issued by the company began to convert shares on May 6, 2021, on May 19, 2021, the company disclosed the announcement on the suspension of conversion of Longli convertible bond during the implementation of equity distribution, and the conversion of convertible corporate bond “Longli convertible bond” issued by the company was suspended from May 24, 2021 to the equity distribution and equity registration date in 2020. Therefore, from the date of disclosure of the company’s 2020 equity distribution plan to the equity registration date when the distribution plan is implemented (i.e. June 2, 2021), the total share capital of the company has changed (as of the closing of the market on May 21, 2021, the total share capital of the company is 120522509 shares). Therefore, the distribution base of this equity distribution is 120522509 shares of the total share capital after the closing of the market on the equity registration date of the company’s equity distribution (i.e. June 2, 2021). According to the principle of unchanged total distribution, the cash dividend amount of 0.799998 yuan (including tax) is distributed for every 10 shares (six decimal places are reserved), The number of shares converted into capital stock for every 10 shares is 5.999990 shares (six decimal places are reserved). Therefore, after the equity distribution, the total share capital of the company increased from 120522509 shares to 192835893 shares.
The 2020 annual general meeting of shareholders held on May 17, 2021 also considered the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase quantity and repurchase price, and agreed to repurchase and cancel 233520 restricted shares granted but not yet released by Zheng Hu, Yang Fuyun, Liu Hao, Hu you and Liu Chao after equity distribution. As confirmed by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the cancellation of the restricted stock repurchase of the company has been completed on August 6, 2021. Before the repurchase, affected by the conversion of “Longli convertible bonds”, the total share capital of the company has increased from 192835893 shares to 202465332 shares. After the cancellation of the repurchase, the total share capital of the company has been reduced from 202465332 shares to 202231812 shares.
According to the prospectus and relevant agreements, the closing price of the company’s shares for 15 trading days from November 3, 2021 to November 23, 2021 is not lower than 130 (% 23.84 yuan / share) of the current conversion price (18.34 yuan / share), and the conditional redemption terms agreed in the Prospectus have been triggered. On November 24, 2021, the company held the 29th (Interim) meeting of the second board of directors and the 27th (Interim) meeting of the second board of supervisors, deliberated and adopted the proposal on early redemption of “Longli convertible bonds”, It is agreed that the company will redeem all “Longli convertible bonds” registered on the redemption registration date (December 15, 2021) at the price of the face value of the convertible bonds plus the accrued interest of the current period (100.08 yuan / piece). By the end of December 15, 2021, the accumulated “Longli convertible bonds” of RMB 318575700 had been converted into the company’s shares, and the accumulated number of converted shares was 17373990. During the period from August 7, 2021 to December 15, 2021, the number of shares converted from convertible bonds was 7744362, the registered capital of the company increased from 202231812 to 209976174 yuan, and the total share capital increased from 202231812 to 209976174 shares.
At the 31st meeting of the second board of directors held on January 8, 2022, the company also deliberated and adopted the proposal on repurchase and cancellation of the first grant and reserved grant of restricted shares and adjustment of repurchase price in the 2019 restricted stock incentive plan, It is agreed that the company will repurchase and cancel some restricted shares granted to incentive objects who do not meet the incentive conditions but have not been deregulated. After the repurchase and cancellation of restricted shares, the total share capital of the company will change, the registered capital of the company will be changed from 209976174 yuan to 209854577 yuan, and the total share capital of the company will be changed from 209976174 shares to 209854577 shares.
In conclusion, the company has considered and approved the proposal on changing the registered capital, amending the articles of association and handling the change of industrial and commercial registration at the 2020 annual general meeting of shareholders held on May 17, 2021, It is agreed that the registered capital of the company will be changed from 120522320 yuan to 192602192 yuan and the total share capital of the company will be changed from 120522320 shares to 192602192 shares due to the implementation of the plan for profit distribution and conversion of capital reserve into share capital in 2020 and the repurchase and cancellation of restricted shares by the company.
For details, see the announcement on changing the company’s registered capital, amending the articles of association and handling the change of industrial and commercial registration (Announcement No.: 2021-035) disclosed on cninfo.com on April 27, 2021.
However, after the disclosure of the above announcement, affected by the conversion of “Longli convertible bonds”, the total share capital of the company has changed from 120522320 yuan to 120522509 yuan from the date of disclosure of the equity distribution plan in 2020 to the equity registration date when the distribution plan is implemented (i.e. June 2, 2021), The total share capital of the company was changed from 120522320 shares to 120522509 shares. Therefore, the distribution base of this equity distribution is 120522509 shares of the company’s total share capital after the closing of the stock market on the date of equity distribution. According to the principle that the total distribution amount remains unchanged, the amount of cash dividend distributed for every 10 shares is adjusted from 0.8 yuan to 0.799998 yuan (including tax) (six decimal places are reserved), The number of converted capital stock per 10 shares is adjusted from 6 shares to 5.999990 shares (six decimal places are reserved). Therefore, after the equity distribution, the registered capital of the company shall be changed from 120522509 yuan to 192835893 yuan, and the total share capital of the company shall be changed from 120522509 shares to 192835893 shares. Later, due to the completion of the repurchase and cancellation of restricted shares, the conversion of convertible corporate bonds and the cancellation and repurchase of restricted shares, the registered capital of the company was changed from 192835893 yuan to 209854577 yuan, and the total number of shares of the company was changed from 192835893 shares to 209854577 shares.
Therefore, it is proposed to change the registered capital of the company from 192602192 yuan to 209854577 yuan. At the same time, Article 6 of the articles of association is amended to read: “the registered capital of the company is 209854577 yuan”, and Article 19 is: “the total number of shares of the company is 209854577 shares, all of which are ordinary shares.”
2、 Amendments to the articles of Association
The company intends to amend the relevant provisions of the articles of association and go through the relevant industrial and commercial change registration procedures, as follows:
Before and after Clause amendment
The registered capital of the company is RMB to RMB 209854577. Article 6 is RMB 192602192. Ten thousand yuan.
The total number of shares of the company is to 192602192, and the total number of shares of the company is to 209854577, Article 19
Million shares, all ordinary shares. Are ordinary shares.
This proposal shall be submitted to the general meeting of shareholders for deliberation, and the general meeting of shareholders shall authorize the board of directors of the company to appoint special personnel to handle the follow-up industrial and commercial change registration, filing of articles of association and other related matters. The validity period of authorization shall be from the date of deliberation and approval by the general meeting of shareholders to the date of completion of the relevant industrial and commercial change registration and filing of articles of association. The final change shall be subject to the information filed by the industrial and commercial registration department.
Shenzhen Longli Technology Co.Ltd(300752)
Board of directors
January 8, 2022
