China Securities Co.Ltd(601066)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215)
The verification opinion China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "recommendation institution") on using part of the raised funds to increase capital to a wholly-owned subsidiary for the implementation of raised investment projects as a recommendation institution for Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as " Shenzhen Noposion Agrochemicals Co.Ltd(002215) " or "company") non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing recommendation business Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, Prudential verification has been conducted on matters related to Shenzhen Noposion Agrochemicals Co.Ltd(002215) plans to use part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects. The details are as follows:
1、 Basic information of raised funds
(I) basic information of capital increase
On January 12, 2021, the company obtained the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), which approved the company's non-public offering of no more than 27422915 new shares.
The number of shares actually issued to 14 issuers is 73529411, with a par value of 1 yuan per share and an issue price of 4.76 yuan / share. The total amount of funds raised is 34999996.36 yuan. After deducting various issuance expenses of 5688084.72 yuan (excluding tax), the net amount of funds actually raised is 34431911.64 yuan. The above funds were transferred to the company's raised funds account on December 8, 2021.
Dahua Certified Public Accountants (special general partnership) has verified the availability of the raised funds on December 9, 2021 and issued the capital verification report on the paid in capital after Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public issuance of 73529411.00 RMB common shares (A shares) (Dahua Yan Zi [2021] 000839). The raised funds will be used for the following projects:
Unit: 10000 yuan
S / n project name proposed investment before total investment adjustment proposed investment after adjustment
Amount of funds raised
1 production line automation upgrade and new project 24255.00 23373.00 15000.00
2 headquarters R & D upgrading and new product R & D registration project 13740.00 13740.00 12504.72
3. Supplementary working capital 15905.00 15905.00 6926.47
Total 53900.00 53018.00 34431.19
Among them, the implementation subjects of the company's non-public offering and investment project "production line automation upgrading and new construction project" are Shenzhen Noposion Agrochemicals Co.Ltd(002215) Dongguan branch, wholly-owned subsidiary Guangdong Xinian Plastic Technology Co., Ltd. (hereinafter referred to as "Guangdong Xinian") and Shaanxi Biaozheng Crop Science Co., Ltd. (hereinafter referred to as "Shaanxi Biaozheng"). In order to ensure the smooth implementation of the raised investment project, the company used the raised fund of 10 million yuan to increase the capital of Guangdong Xinian. After the capital increase, the registered capital of Guangdong Xinian increased from 10 million yuan to 20 million yuan; The company used the raised funds of 90 million yuan to increase the capital of Shaanxi Biaozheng, of which 30 million yuan was included in the registered capital and 60 million yuan was included in the capital reserve. After the capital increase, the registered capital of Shaanxi Biaozheng increased from 91.732502 million yuan to 121.732502 million yuan. In addition, the company allocated 50 million yuan of raised funds to Shenzhen Noposion Agrochemicals Co.Ltd(002215) Dongguan branch.
(II) review procedure
1. The capital increase has been deliberated and approved at the fifth meeting (Interim) of the sixth board of directors and the fourth meeting (Interim) of the sixth board of supervisors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation; The independent directors of the company expressed independent opinions on the capital increase.
2. This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the capital increase object
(I) Guangdong Xinian Plastic Technology Co., Ltd
Company name: Guangdong Xinian Plastic Technology Co., Ltd
Date of establishment: August 24, 2010
Legal representative: Huang Qijun
Registered capital: 10 million yuan
Registered address: No. 58, dadaomei Road, Dalingshan Town, Dongguan
Business scope: R & D, production and sales: plastic products, agricultural machinery and forestry machinery; Sales: plastic raw materials, general equipment, fire fighting equipment, computers, mechanical accessories, rubber products, hardware products, stainless steel products, aluminum alloy products, textiles, clothing, leather products, molds, labor protection products, handicrafts, pipes, abrasives, hydraulic components, pneumatic components, electronic components, wires and cables, lithium batteries, household appliances, lighting devices, sensors Instruments and meters, welding materials, paper products, office supplies, daily necessities, prepackaged food (excluding refrigerated and frozen food), glass products, asbestos products, detergents, water-based coatings, lubricating oil, insulating oil, metal surface treatment agent and other chemical products. (the above does not include hazardous chemicals) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
Equity structure: the company holds 54% equity and Dongguan ruidefeng Biotechnology Co., Ltd., a wholly-owned subsidiary of the company, holds 46% equity.
Main financial data of the latest year and period:
Unit: 10000 yuan
Project from September 30, 2021 to January September, 2021 to December 31, 2020
Total assets 43,50.73 3236.66
Total liabilities 2255.73 1021.95
Net assets 2095.00 2214.71
Operating income 2628.58 5102.85
Net profit -119.70 240.91
Note: the above financial data of 2020 have been audited by Dahua Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
(II) Shaanxi Biaozheng Crop Science Co., Ltd
Company name: Shaanxi Biaozheng Crop Science Co., Ltd
Date of establishment: August 24, 2005
Legal representative: Jiao Weiqing
Registered capital: 91732502 yuan
Registered address: No. 67, west section of Chaoyang Street, high tech Industrial Development Zone, Weinan City, Shaanxi Province
Business scope: general business items: R & D and sales of agrochemical products, R & D, production and sales of pesticides, water-soluble fertilizers, microbial fertilizers, soil regulators, micro fertilizers, foliar fertilizers and chemical fertilizers, research and transfer of pesticide technology, production and sales of plastic products. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) (except for projects that must be approved according to law, business activities can be carried out independently according to law with business license) equity structure: the company holds 100% equity.
Main financial data of the latest year and period:
Unit: 10000 yuan
Project from September 30, 2021 to January September, 2021 to December 31, 2020
Total assets 38939.14 67660.96
Total liabilities 7832.75 39780.85
Net assets 31106.39 27880.11
Operating income 21370.02 25770.20
Net profit 2849.57 2401.64
Note: the above financial data of 2020 have been audited by Dahua Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
3、 Main contents of capital increase
The company used the raised fund of 10 million yuan to increase the capital of Guangdong Xinian. After the capital increase, the registered capital of Guangdong Xinian increased from 10 million yuan to 20 million yuan; The raised fund of 90 million yuan was used to increase the capital of Shaanxi Biaozheng, of which 30 million yuan was included in the registered capital and 60 million yuan was included in the capital reserve. After the capital increase, the registered capital of Shaanxi Biaozheng increased from 91.732502 million yuan to 121.732502 million yuan. After the capital increase, Guangdong Xinian and Shaanxi Biaozheng are still wholly-owned subsidiaries of the company.
4、 Purpose of this capital increase and its impact on the company
The company's use of the raised funds to increase the capital of the two wholly-owned subsidiaries can better ensure the smooth implementation of the raised investment projects, comply with the company's business development direction, development strategy and long-term planning, and comply with the use arrangement of the raised funds. At the same time, it is also conducive to improve the use efficiency of the raised funds, enhance the profitability and competitiveness of the company, and there is no disguised change in the investment direction of the raised funds, In line with the interests of the company and all shareholders.
5、 Review procedures for implementation
On February 21, 2022, the fifth meeting (temporary) of the sixth board of directors and the fourth meeting (temporary) of the sixth board of supervisors were held. The proposal on using part of the raised funds to increase the capital of the wholly-owned subsidiary for the implementation of raised investment projects was deliberated and approved, and the company was agreed to use the raised funds of 10 million yuan to increase the capital of the wholly-owned subsidiary Guangdong Xinnian, The raised fund of 90 million yuan was used to increase the capital of Shaanxi Biao, a wholly-owned subsidiary.
In accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant systems, The independent directors carefully reviewed and discussed, The independent opinions are as follows: "the use of the raised funds to increase the capital of the two wholly-owned subsidiaries is conducive to the smooth implementation of the investment projects with raised funds and the long-term development of the company. There is no harm to the interests of shareholders. The deliberation procedure of the proposal complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies." And other relevant laws and regulations, as well as the provisions of the articles of association and the management system of raised funds, which are in line with the interests of the company and all shareholders. We agree that the company will use the raised funds to increase capital to Guangdong Xinian and Shaanxi biaojing.
After verification, the sponsor believes that the capital increase of the company to its subsidiaries has been deliberated and approved at the fifth meeting (Interim) of the sixth board of directors and the fourth meeting (Interim) of the sixth board of supervisors, the independent directors of the company have expressed their independent opinions on this matter and have fulfilled the necessary decision-making procedures, Comply with relevant laws and regulations and normative documents such as Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and raised funds management system. The capital increase of the subsidiary will not affect the normal implementation of the investment projects of the raised funds, change the investment direction of the raised funds in a disguised form, or damage the interests of the company and shareholders. To sum up, China Securities Co.Ltd(601066) securities has no objection to the company's use of part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects. (no text below)
(there is no text on this page, which is about the use of some raised funds in China Securities Co.Ltd(601066) about Shenzhen Noposion Agrochemicals Co.Ltd(002215) )
