Shenzhen Longli Technology Co.Ltd(300752)
SHENZHEN LONGLI TECHNOLOGY CO.,LTD
(floor 3 and 4, building g, Guanghao Industrial Park, Queshan Road, Gaofeng community, Dalang street, Longhua District, Shenzhen) stock issuance plan to specific objects (Revised Draft)
January 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
This plan is prepared in accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). 2. After the issuance of shares, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from this issuance of shares.
3. This plan is the explanation of the company’s board of directors on the issuance of shares, and any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to this issuance of shares. The effectiveness and completion of the matters related to this issuance of shares described in this plan have yet to be approved or agreed by the relevant examination and approval authority.
Tips on major events
1. The scheme of issuing shares to specific objects has been deliberated and approved at the 27th meeting of the second board of directors and the third extraordinary general meeting of shareholders in 2021. It can be implemented only after it is reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission. The plan for issuing shares to specific objects (Revised Draft) has been approved at the 31st meeting of the second board of directors of the company.
2. There are no more than 35 issuing objects, including specific objects such as securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, financial companies, qualified overseas institutional investors and other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. 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; As the issuing object, trust and investment companies can only subscribe with their own funds.
The final issuing object shall be authorized by the general meeting of shareholders, and the board of directors shall negotiate with the sponsor (lead underwriter) according to the bidding results after obtaining the review and consent of Shenzhen Stock Exchange and the consent and registration of CSRC. All issuers subscribe for the shares issued to specific objects in RMB cash. If the national laws, regulations and securities regulatory authorities have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions.
3. The pricing benchmark date of this issuance to specific objects is the first day of the issuance period, and the issuance price is not lower than the issuance reserve price, That is, 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (the calculation formula is: 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).
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, allotment of shares from the pricing benchmark date of this issuance to specific objects to the issuance date, the issuance reserve price of this issuance of shares to specific objects will be adjusted accordingly.
The final issuance price shall be determined by the board of directors of the issuer in consultation with the sponsor (lead underwriter) of the issuance in accordance with the relevant provisions of the CSRC after the application for the issuance to specific objects is reviewed and approved by the Shenzhen Stock Exchange and approved and registered by the CSRC.
4. The number of shares issued to specific objects this time = the total amount of funds raised by this issue to specific objects / the price of this issue to specific objects. At the same time, the number of shares issued to specific objects this time shall not exceed 30% of the total share capital of the company before this issue. Without considering the conversion of Longli bonds into shares, the number of shares issued this time shall not exceed 60670902 (including this number, based on the total share capital of 202236342 shares on August 24, 2021). The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
If the company has ex rights and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date or other reasons, resulting in changes in the total share capital of the company before the issuance and adjustment of the price, the number of shares issued to specific objects and the upper limit of the number of shares issued will be adjusted accordingly.
5. After the completion of this issuance of shares to specific objects, the shares of this issuance subscribed by the issuing objects shall not be transferred within 6 months from the date of the completion of this issuance. The shares derived from the shares issued this time by the company obtained by the issuing object in the form of bonus shares, capital reserve converted into share capital, etc. shall also comply with the above share restriction arrangement. The transfer of shares after the expiration of the restricted sale period will be carried out in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange in force at that time.
6. The total amount of funds raised from the issuance of shares to specific objects does not exceed 1002 million yuan (inclusive). After deducting the issuance expenses, it is proposed to invest in the following projects:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 medium and large size Mini LED display module intelligent manufacturing base project 85015.60 81700.00
2 supplementary working capital 18500.00 18500.00
Total 103515.60 100200.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place.
After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and finally determine the specific investment projects, sequence and specific investment amount of each project according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
7. The accumulated undistributed profits of the company before the issuance to specific objects shall be shared by the new and old shareholders after the completion of the issuance.
8. This issuance to specific objects does not constitute a major asset restructuring, 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.
9. In order to fully protect the legitimate rights and interests of the company’s shareholders and provide stable and sustainable investment returns for shareholders, the board of directors of the company, in accordance with the provisions of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC and other documents, The company has formulated profit distribution policies and dividend plans. See “section V profit distribution and future dividend plans of the company” in this plan for details. Before and after the issuance of shares to specific objects, the company’s dividend distribution policy will not change significantly.
10. See “section VI statements and commitments of the board of directors related to this issuance” of the plan for the specific contents of the diluted immediate return analysis and measures to fill the return on the issuance of shares to specific objects.
In this plan, the company’s hypothetical analysis of earnings per share and return on net assets after the completion of this issuance does not constitute a commitment or guarantee for the company’s performance. The company’s formulation of compensation return measures does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation. Investors should pay attention to investment risks.
11. According to the provisions of relevant laws and regulations, this issuance still needs to be reviewed and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange, and registered with the consent of China Securities Regulatory Commission, so there is uncertainty risk.
catalogue
The company declares that 1. Tips on major issues 2 catalog 5 interpretation Section 1 Summary of the stock issuance scheme to specific objects nine
1、 Basic information of the issuer nine
2、 Background and purpose of this release to specific objects nine
3、 Issuing object and its relationship with the company eleven
4、 Summary of this release scheme to specific objects twelve
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company’s control fifteen
7、 Does this issuance result in the distribution of shares not meeting the listing conditions fifteen
8、 Approval procedures for this issuance to specific objects Section II feasibility analysis of the board of directors on the application of the raised funds sixteen
1、 The use plan of the raised funds sixteen
2、 Medium and large size Mini LED display module intelligent manufacturing base project sixteen
3、 Replenish working capital twenty-one
4、 The impact of this issuance of shares on the company’s operation, management and financial situation twenty-three
5、 Conclusion of feasibility analysis on the use of funds raised by issuing shares to specific objects Section III discussion and analysis of the board of directors on the impact of this issuance on the company 24 I. business, articles of association, shareholder structure, senior management structure and
Changes in business income structure 24 II. Changes in the company’s financial position, profitability and cash flow after the issuance 25 III. business relationship and management between the company and its controlling shareholders, actual controllers and their affiliates
Changes in relationship, related party transactions and horizontal competition 26 IV. after the issuance, does the company have any funds, assets, controlled shareholders and their affiliates
5、 Whether the company’s debt structure is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost
…… Section IV Risk description of this issuance of shares to specific objects twenty-seven
1、 Operational risk twenty-seven
2、 Financial risk twenty-nine
3、 Managing risk thirty
4、 Risks of raising funds to invest in projects Section V profit distribution and future dividend planning of the company thirty-two
1、 The company’s profit distribution policy thirty-two
2、 Profit distribution and use of undistributed profits of the company in the last three years thirty-four
3、 The company’s shareholder return plan for the next three years 35 section VI statements and commitments of the board of directors related to this offering 39 I. The board of directors on whether there are other equity financing plans in the next 12 months other than this offering
Declaration of delimitation 39 II. Impact of diluted immediate return on the company’s main financial indicators
Ring thirty-nine
3、 Measures taken by the company to issue diluted immediate return to specific objects 42 IV. The relationship between the raised investment project issued to specific objects and the company’s existing business and the company’s
Reserves in terms of personnel, technology and market V. opinions of controlling shareholders, actual controllers, directors and senior managers of the company
The promise that return measures can be effectively implemented forty-six
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
1、 Common words issuer / company / Shenzhen Longli Technology Co.Ltd(300752) refers to Shenzhen Longli Technology Co.Ltd(300752) this offering / this offering to specific
Object issuance / this time refers to Shenzhen Longli Technology Co.Ltd(300752) issuing A-Shares of common stock to a specific object
Stock issue object
This plan refers to Shenzhen Longli Technology Co.Ltd(300752) the plan for issuing shares to specific objects
The last three years and the first report refer to 2018, 2019, 2020 and January June 2021
stage
The pricing base date refers to the first day of the issuance period
Yuan, 10000 yuan
