Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Announcement No.: 2021-087 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Non public offering of shares
of
Summary of issuance report and listing announcement
Sponsor (lead underwriter)
December, 2001
hot tip
1、 Issue quantity and price
(i) Number of shares issued: 73529411
（2） Issue price: 4.76 yuan / share
（3） Nature of issued shares: RMB ordinary shares (A shares), tradable shares with restricted sales conditions
（4） Total funds raised: RMB 34999996.36
（5） Net amount of raised funds: RMB 34431911.64 II. Listing arrangement of new shares
73529411 new shares will be listed on Shenzhen Stock Exchange on December 29, 2021. On the first day of listing of new shares, the company’s share price does not ex right, and the stock trading is subject to rise and fall restrictions. 3、 Issuance and subscription and arrangement of restricted sale period
Serial number subscription object subscription price subscription number of shares subscription amount (yuan / share) (share) (yuan)
1 Xiamen Borui Oriental Investment Management Co., Ltd. – Borui Oriental 4.764201680199996.80 value No. 12 private securities investment fund
2 Shen Xinxin 4.764201680199996.80
3 Dong Weiguo 4.7644117642099996.64
4JPMorgan Chase Bank, National Association4. 766,302,52129,999,999.96
5 Wang Hongtao 4.766305212999999.96
6 Guotai Junan Securities Co.Ltd(601211) 4.763,193,28315,200,027.08
7 CAITONG Fund Management Co., Ltd. 4.76878151241799997.12
8 Li Tianhong 4.7673529413499999.16
9 Ningbo ningju Asset Management Center (limited partnership) – ningju 4.764201680199996.80 YINGSHANHONG 4 private securities investment fund
10 Zhejiang ningju Investment Management Co., Ltd. – ningju Kaiyang No. 9 4.764201680199996.80 private securities investment fund
11 Zhejiang Longyin Investment Management Co., Ltd. – Longyin Zunxiang No. 8 4.764201680199996.80 private securities investment fund
12 Zhao Shanhao 4.764201680199996.80
13 Zhejiang Longyin Investment Management Co., Ltd. – Longyin Zunxiang No. 15 4.766305212999999.96
Private equity investment fund
14 Nord Fund Management Co., Ltd. 4.76567226826999995.68
Total 4.76735294113499996.36
According to the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, the shares subscribed by the issuing object for this non-public offering shall not be transferred within 6 months from the date of completion of the offering. After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object will be implemented in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange. 4、 Ownership structure
After the completion of this non-public offering, the equity distribution of the company meets the listing conditions specified in the stock listing rules of Shenzhen Stock Exchange.
catalogue
interpretation…… Section 1 basic information of this offering 6 I. Basic information of the issuer 6 II. Relevant procedures for the performance of this offering 6 III. basic information of this offering 8 IV. basic information of the issuing object 12 v. relevant institutions of this non-public offering Section II listing of new shares 21 I. approval of listing of new shares 21 II. Securities abbreviation, securities code and listing place of new shares 21 III. listing time of new shares 21 IV. restrictions on the sale of new shares Section III comparison of relevant situations of the company before and after this issuance 22 I. comparison of relevant situations before and after this issuance 22 II. Impact of this non-public offering on the company Section IV financial accounting information of the issuer and management discussion and Analysis 26 I. description of the company’s main financial data and preparation basis of financial indicators 26 II. Main financial data and financial indicators for the last three years 26 III. management discussion and Analysis Section V concluding comments of the sponsor and the lead underwriter on the process of this non-public offering and the compliance of the issuing object Section VI concluding comments of the issuer’s lawyer on the process of this non-public offering and the compliance of the issuing object Section VII recommendation opinions of recommendation institutions for listing 33 Section VIII documents for future reference thirty-four
interpretation
Unless otherwise specified, the following words in the summary of this listing announcement have the following specific meanings: Shenzhen Noposion Agrochemicals Co.Ltd(002215) / issuer / listed company / public company Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Controlling shareholder refers to Lu Baiqiang
The actual controller / Lu’s brother and sister refer to Lu Baiqiang, Lu Xuan, Lu cuidong, Lu Cuizhu and Lu Lihong
This non-public offering / this offering refers to Shenzhen Noposion Agrochemicals Co.Ltd(002215) issuing A-Shares to no more than 35 specific objects to raise funds through non-public offering
The summary of this listing announcement refers to the report on the issuance of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non public offering shares and the summary of the listing announcement
General meeting means Shenzhen Noposion Agrochemicals Co.Ltd(002215) general meeting of shareholders
Board of directors means the Shenzhen Noposion Agrochemicals Co.Ltd(002215) board of directors
CSRC refers to China Securities Regulatory Commission
Registration company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Trading day refers to the trading day of Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
The detailed rules for the implementation of non-public development banks refer to the detailed rules for the implementation of non-public development banks of listed companies
Articles of association means the Shenzhen Noposion Agrochemicals Co.Ltd(002215) articles of association
Sponsor / lead underwriter / CSC index China Securities Co.Ltd(601066) investment securities
The issuer’s lawyer / lawyer / JunZeJun refers to Beijing JunZeJun Law firm
Accounting firm / capital verification institution / Dahua Certified Public Accountants (special general partnership)
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note 1: unless otherwise specified, all values in the summary of this listing announcement shall retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding. Note 2: unless otherwise specified, the financial data and financial indicators in this report are consolidated statement data.
Section I basic information of this offering
1、 Basic information of the issuer
Chinese Name: Shenzhen Noposion Agrochemicals Co.Ltd(002215)
English Name: Shenzhen position Chemicals Co., Ltd
Date of establishment: September 18, 1999
Place of listing: Shenzhen Stock Exchange
Stock abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Stock Code: 002215 SZ
Listing time: February 18, 2008
Legal representative: Gao huansen
Secretary of the board of directors: Mo Mujun
Registered address: No. 113, Xixiang Reservoir Road, Bao’an District, Shenzhen
Postal Code: 518102
Registered capital before issuance: 913756384 yuan unified social credit Code: 9144030071524157xp
Tel: 0755-29977586
Fax: 0755-27697715
Website: www.noposion.com com.
Research on application technology of agrochemical products; Pesticide sales; Pesticide technical testing; Agricultural technology development, agricultural technology transfer, agricultural technology service and agricultural technology consultation; Business scope: import and export of goods and technologies (excluding the items requiring pre audit and prohibited by laws, administrative regulations and decisions of the State Council). Pesticide processing and compounding (handled according to the pesticide production approval certificate of the State Administration of petroleum and chemical industry).
2、 Relevant procedures to be performed in this offering
(i) Internal decision-making procedures for this issuance
The issuer has performed the following internal decision-making procedures for this non-public offering:
1. On July 30, 2020, the company held the 20th (Interim) meeting of the Fifth Board of directors, deliberated and adopted the proposal on the company’s non-public development of shares and other relevant proposals.
2. On August 17, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and adopted the proposal on the company’s non-public development of shares and other relevant proposals.
3. On June 30, 2021, the company held the 27th (temporary) meeting of the Fifth Board of directors to consider and pass the proposal on extending the validity of the resolution of the company’s 2020 non-public offering shareholders’ meeting.
4. On July 20, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on extending the validity period of the resolution of the company’s 2020 non-public development bank stock general meeting.
（2） Approval process of regulatory authorities for this issuance
1. On September 2, 2020, the company’s application for non-public offering of shares was accepted by the CSRC. 2. On November 23, 2020, the issuance Audit Committee of CSRC examined and approved the issuer’s application for this non-public offering of shares.
3. On January 12, 2021, The company has obtained the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19) issued by the CSRC. If the company approves the non-public issuance of no more than 27422915 new shares, and the total share capital is changed due to the conversion of share capital, the number of this issuance can be adjusted accordingly; the reply is effective within 12 months from the date of approval of the issuance（
