China Securities Co.Ltd(601066)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering of shares
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
With the approval of the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19) by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as " Shenzhen Noposion Agrochemicals Co.Ltd(002215) ", "issuer" and "company" ）73529411 non-public shares were issued to no more than 35 specific objects at an issue price of 4.76 yuan / share, The total amount of raised funds is 34999996.36 yuan (hereinafter referred to as "the offering"). China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " securities "," sponsor "and" lead underwriter ") has verified the issuer's compliance with the offering process and subscription objects, and believes that the offering process and subscription objects of Shenzhen Noposion Agrochemicals Co.Ltd(002215) comply with the company law of the people's Republic of China The securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, rules and regulations, and Shenzhen Noposion Agrochemicals Co.Ltd(002215) the resolutions of the board of directors and the general meeting of shareholders on this issuance are in line with the interests of Shenzhen Noposion Agrochemicals Co.Ltd(002215) and all its shareholders. 1、 Overview of this non-public offering
(i) Issue price
The pricing benchmark date of this offering is the first day of the offering period, i.e. December 1, 2021. This issue is issued by inquiry, Determine that the issue price is not lower than the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date (the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date = the total trading volume of the company's A-Shares 20 trading days before the pricing benchmark date / the total trading volume of the company's A-Shares 20 trading days before the pricing benchmark date, according to the "progressive method" Keep 80% of two decimal places), i.e. 4.61 yuan / share. The final issue price is 4.76 yuan / share.
（2） Issuing object, issuing quantity and amount of raised funds
The number of A-Shares in this non-public offering is 73529411, which meets the requirements of no more than 27422915 new shares in this non-public offering in the resolution of the issuer's third extraordinary general meeting in 2020 and the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19) of China Securities Regulatory Commission.
The objects of this non-public offering and the number of subscriptions are as follows:
Number of shares allocated at subscription price of sequential issuing object amount allocated (yuan) No. (yuan / share) (share)
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, NationalAssociation4. 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. 154.766305212999999.96 private securities investment fund
14 Nord Fund Management Co., Ltd. 4.76567226826999995.68
Total 4.76735294113499996.36
The issuing object complies with the provisions of relevant laws and has signed a subscription agreement with the issuer. All issuers subscribe for ordinary shares (A shares) of this non-public offering in cash.
（3） Restricted period of issued shares
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 and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Upon verification by the recommendation institution and the lead underwriter, the issuance price, issuance object, issuance quantity, amount of raised funds and the restricted sales period of the issued shares comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies comply with the resolutions of the relevant board of directors and general meeting of shareholders of the issuer. 2、 Relevant procedures for the performance of this non-public 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） Regulatory approval process for this offering
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.
After verification by the recommendation institution, the issuance has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, and approved by the CSRC. The issuance has performed the necessary internal and external approval procedures. 3、 Specific process of this non-public offering
(i) Issuance of invitation for subscription
On November 30, 2021, the issuer and China Securities Co.Ltd(601066) securities issued the invitation for subscription of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering A-Shares (hereinafter referred to as the "invitation for subscription") and its annex Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering A-Shares subscription quotation (hereinafter referred to as the "subscription quotation") to 141 specific investors (hereinafter referred to as "subscription objects") ）。 The aforesaid subscription objects include 22 securities investment fund management companies, 16 securities companies, 6 insurance institutional investors, 77 other institutions that express their subscription intention by sending a letter of intent or other means after the announcement of the resolution of the board of directors of this non-public offering And the top 20 shareholders (excluding related parties) that the issuer can contact after the closing on October 20, 2021.
（2） Subscription quotation of investors
From 8:30 a.m. to 11:30 a.m. on December 3, 2021, witnessed by Beijing JunZeJun Law Firm, China Securities Co.Ltd(601066) securities and the issuer received a total of 16 purchase quotations. After the joint verification of the lead underwriter and the lawyer, the quotations of all investors participating in the subscription meet the requirements of the subscription invitation documents and are valid quotations. Two of them are public funds without deposit; All the 14 companies submitted the quotation for purchase according to the requirements of the invitation for subscription, and paid a total deposit of 56 million yuan in full.
The total amount of effective quotation for the first round of subscription of this issuance is 498.1 million yuan, which has reached the total amount of funds raised this time, and the number of subscribers is less than 35. According to the rules of the invitation for subscription, the issuer and the lead underwriter will not start the additional subscription procedure.
（3） Additional subscription process and investor allocation
None.
（4） Issuing price, issuing object and acquisition of placement
1. Determination of the issue price
The issuing price of the non-public offering shall not be less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date), that is, not less than 4.61 yuan / share.
The issuer and China Securities Co.Ltd(601066) securities shall determine the subscription objects and place them in accordance with the principles of price priority, amount priority and time priority. The issuer and China Securities Co.Ltd(601066) securities determine the issue price of 4.76 yuan / share based on the quotation of all valid investors, which is equivalent to 103.25% of the base price of 4.61 yuan / share; It is equivalent to 82.64% of the average price of 5.76 yuan / share in the 20 trading days before December 1, 2021 (the first day of the issuance period), and 81.23% of the closing price of 5.86 yuan / share on the trading day before December 1, 2021 (the first day of the issuance period).
2. Issue pricing and placement
In accordance with the principle of price priority, amount priority and time priority, 14 investors including Xiamen Borui Oriental Investment Management Co., Ltd. - Borui Oriental value No. 12 private securities investment fund were placed. The final placement results of this offering are as follows:
No. number of shares allocated to the issuing object (shares) amount allocated (yuan)
1 Xiamen Borui Oriental Investment Management Co., Ltd. - Borui Oriental value No. 4201680199996.8012 private securities investment fund
2 Shen Xinxin 420168019999996.80
3 Dong Weiguo 44117642099996.64
4JPMorgan Chase Bank, National Association6,302,52129,999,999.96
5 Wang Hongtao 6305212999999.96
6 Guotai Junan Securities Co.Ltd(601211) 3,193,28315,200,027.08
seven
