Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Announcement No.: 2022-018 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Announcement on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as "the company" or " Shenzhen Noposion Agrochemicals Co.Ltd(002215) ") held the fifth meeting (Interim) of the sixth board of directors and the fourth meeting (Interim) of the sixth board of supervisors on February 21, 2022, and deliberated and adopted the proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects, It is agreed that the company will use the raised fund of 10 million yuan to increase the capital of the wholly-owned subsidiary Guangdong Xinian Plastic Technology Co., Ltd. (hereinafter referred to as "Guangdong Xinian"), and use the raised fund of 90 million yuan to increase the capital of the wholly-owned subsidiary Shaanxi Biaozheng Crop Science Co., Ltd. (hereinafter referred to as "Shaanxi Biaozheng"). The relevant information is hereby announced as follows:
1、 Basic information of raised funds
According to the issuance report and listing announcement of the company's non-public offering of shares (see the information disclosure website cninfo.com on December 27, 2021 for details) http://www.cn.info.com.cn. ）And the announcement on the distribution of funds raised by the company's non-public offering of shares in 2020 (Announcement No.: 2022-006), for details, see cninfo.com, the information disclosure website on January 21, 2022 http://www.cn.info.com.cn. ）, the company issued 73529411 A shares in this non-public offering, with a total amount of 34999996.36 yuan and a net amount of 34431911.64 yuan. The raised funds will be used for the following projects:
Unit: 10000 yuan
No. project name: proposed investment before the adjustment of the total investment of the project; proposed investment in raised funds after the adjustment
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, Guangdong Xinian Plastic Technology Co., Ltd., a wholly-owned subsidiary, and Shaanxi Biaozheng Crop Science Co., Ltd.
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. After the capital increase, the registered capital of Shaanxi Biaozheng increased from 91.732502 million yuan to 121.732502 million yuan, and the remaining 60 million yuan was included in the capital reserve. In addition, the company allocated 50 million yuan of raised funds to Shenzhen Noposion Agrochemicals Co.Ltd(002215) Dongguan branch.
The fifth meeting (Provisional) of the sixth board of directors and the fourth meeting (Provisional) of the sixth board of supervisors deliberated and adopted the proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects, and the independent directors and the company's sponsor expressed their opinions on the proposal. The use of raised funds to increase capital to wholly-owned subsidiaries does not constitute related party transactions, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, nor does it require the approval of other relevant departments. The above matters need not be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the capital increase object
1. 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 September 30, 2021 / January September 2021 to December 31, 2020 / year 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.
2. 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 with the approval of 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)
Ownership structure: the company holds 100% equity.
Main financial data of the latest year and period:
Unit: 10000 yuan
Project September 30, 2021 / January September 2021 to December 31, 2020 / year 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, Guangdong
Xi's registered capital 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. After the capital increase, the registered capital of Shaanxi Biaozheng increased from 91.732502 million yuan to 121.732502 million yuan, and the remaining 60 million yuan was included in the capital reserve. 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、 Opinions of independent directors
After review, the independent directors of the company believe that 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 the raised funds and the long-term development of the company, and there is no damage to the interests of shareholders, The deliberation procedure of the proposal complies with the provisions of relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the articles of association and the raised funds management system, and is in line with the interests of the company and all shareholders. We agree that the company will use the raised funds to increase the capital of Guangdong Xinian and Shaanxi Biao.
6、 Opinions of the board of supervisors
The company's capital increase of the two wholly-owned subsidiaries with the raised funds 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 improving the use efficiency of the raised funds and improving the company's profitability and competitiveness. There is no situation of changing the investment direction of the raised funds in a disguised manner, In line with the interests of the company and all shareholders.
7、 Opinions of the sponsor
After verification, the company's sponsor believes that the capital increase to the subsidiary 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.
8、 Directory of documents for future reference
1. (Interim) resolution of the 5th meeting of the 6th board of directors of the company;
2. The fourth meeting (Interim) resolution of the sixth board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters;
4. China Securities Co.Ltd(601066) verification opinions on Shenzhen Noposion Agrochemicals Co.Ltd(002215) using part of the raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects.
It is hereby announced.
Shenzhen Noposion Agrochemicals Co.Ltd(002215) board of directors
February 22, 2002
