China Securities Co.Ltd(601066)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Verification opinions of related parties on capital increase and related party transactions of holding subsidiaries
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as a sponsor of 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 administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange (revised in 2020) Relevant provisions such as the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, The company’s related party Guangdong Shenzhen Noposion Agrochemicals Co.Ltd(002215) Yichuang industrial investment fund partnership (limited partnership) (hereinafter referred to as “industrial fund”) has carefully verified the capital increase and related party transactions of the company’s holding subsidiary Guangdong nuoxianguo Agricultural Ecological Technology Co., Ltd. (hereinafter referred to as “Guangdong nuoxianguo” or “target company”). The details are as follows:
1、 Overview of related party transactions
(I) basic information of capital increase
In order to strengthen the company’s layout in the field of agricultural industrial chain, improve the company’s investment capacity and capital use efficiency, and realize industrial transformation and upgrading in the field of agriculture, the industrial fund plans to cooperate with the company and its holding subsidiary Guangzhu Agriculture Group Co., Ltd Guangdong nuoxiango and others jointly signed the investment agreement between Guangdong Shenzhen Noposion Agrochemicals Co.Ltd(002215) Yichuang industrial investment fund partnership (limited partnership), Guangzhu Agricultural Group Co., Ltd. and Shenzhen Noposion Agrochemicals Co.Ltd(002215) on the subject company Guangdong nuoxiango Agricultural Ecological Technology Co., Ltd. (hereinafter referred to as the “investment agreement”). The industrial fund plans to invest 100 million yuan to increase the capital of the target company, of which 25 million yuan is included in the registered capital, and the remaining 75 million yuan is used as the capital reserve of Guangdong Nuo fresh fruit.
(II) review procedure
1. Association relationship
Shenzhen Noposion Agrochemicals Co.Ltd(002215) holds 52% of the shares of the industrial fund. The industrial fund is an affiliated legal person of the company. This transaction constitutes a connected transaction.
2. This matter has been deliberated and approved at the fourth (Interim) meeting of the sixth board of directors of the company and will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. The independent directors of the company approved the transaction in advance and expressed independent opinions
3. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
Name: Guangdong Shenzhen Noposion Agrochemicals Co.Ltd(002215) Yichuang industrial investment fund partnership (limited partnership)
Type: limited partnership
Address: No. 286, Zhucun Avenue middle, Zhucun street, Zengcheng District, Guangzhou
Executive partner: First Capital Securities Co.Ltd(002797) Investment Management Co., Ltd
Registered capital: 100 million yuan
Date of establishment: December 28, 2018
Unified social credit Code: 91440101ma5cku7h16
Business scope: venture capital; Equity investment.
Equity structure: Shenzhen Noposion Agrochemicals Co.Ltd(002215) 52%, Guangdong agricultural supply side structural reform fund partnership (limited partnership) 33%, Guangzhou emerging industry development fund management Co., Ltd. 10%, and First Capital Securities Co.Ltd(002797) Investment Management Co., Ltd. 5%.
3、 Basic information of transaction object
Name: Guangdong Nuo fresh fruit agricultural ecological technology Co., Ltd
Type: limited liability company (sole proprietorship of legal person)
Registered address: room 119, building 1, No. 97, Lihu Avenue, Lihu street, Zengcheng District, Guangzhou
Legal representative: Li Haijiao
Registered capital: 50 million yuan
Date of establishment: November 20, 2019
Unified social credit Code: 91440101ma5d1xay5n
Business scope: technical research and development of landscape engineering; Agricultural technology extension services; Agricultural technology development services; Agricultural technology consultation and exchange services; Agricultural project development; Agricultural technology transfer services; Vegetable planting; Fruit planting; Nut planting; Fruit wholesale; Fruit retail; Wholesale of vegetables; Vegetable retail; Wholesale of dried fruits and nuts; Retail of dried fruits and nuts; Landscape engineering design services; Urban landscaping planning and design services; supply chain management; E-commerce information consultation; Import and export of goods (excluding exclusively controlled commodities); Technology import and export; Retail of organic fertilizer and microbial fertilizer; Biotechnology consulting and exchange services; Wholesale of organic fertilizer and microbial fertilizer; Fertilizer wholesale; Sales of water-soluble fertilizer; Fertilizer retail; Greenhouse engineering; Modern agricultural park planning and greenhouse design; Planning, design, development and management of scenic spots; Agricultural engineering design services; Shenzhen Agricultural Products Group Co.Ltd(000061) preliminary processing service; Frozen processing of aquatic products; Mariculture; Inland aquaculture; Sales of biological products (excluding licensed business projects); Vegetable processing; Fruit and nut processing; Wholesale of prepackaged food; Retail of prepackaged food; Online sales of prepackaged food.
Equity structure before and after this capital increase:
Unit: 10000 yuan
Name of shareholder before and after capital increase
Shareholding ratio of subscribed registered capital shareholding ratio of subscribed registered capital
Guangzhu agricultural group 5000 100% 5000 66.67%
limited company
Industry fund – 2500 33.33%
Total 5000 100% 7500 100%
Note: Guangzhu Agriculture Group Co., Ltd. is a wholly-owned subsidiary of the company.
Main financial data of Guangdong Nuo fresh fruit in the latest year:
Unit: 10000 yuan
Project from December 31, 2020 to September 30, 2021 / January September, 2021
Total assets 6438.01 5321.54
Total liabilities 1453.53 281.53
Net assets 4984.48 5040.01
Operating income 124.98 280.00
Net profit -15.51 55.53
Note: the above financial data for 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.
4、 Main contents of the agreement
(I) investment mode
The industrial fund increased the capital of Guangdong Nuo fresh fruit with RMB 100 million, and obtained 33.33% equity of Guangdong Nuo fresh fruit after investment, of which RMB 25 million was included in the registered capital, and the remaining RMB 75 million was used as the capital reserve of Guangdong Nuo fresh fruit.
(II) preconditions for this investment
1. Each party has successfully completed the signing of each transaction document, including this Agreement and other ancillary agreements, resolutions and other documents required for the completion of this investment or at the request of the investor.
2. Each party has obtained the internal authorization to sign this agreement, including but not limited to obtaining the resolutions of the board of directors, the shareholders’ meeting or the shareholders’ meeting, and performing the obligation of information disclosure in accordance with laws, regulations and relevant regulatory rules.
3. The target company has provided financial statements and audit reports that meet the information disclosure requirements of the actual controlling shareholders, and fully and completely disclosed the company’s assets, liabilities, interests, external guarantees and information related to this agreement to the investor; The financial and accounting statements of the target company promised by the target company and the actual controlling shareholder to provide the investor with a true and complete reflection of the assets, liabilities and profitability of the target company during the period, without any falsity.
4. The target company has fulfilled all necessary resolutions for this investment in accordance with the articles of association of the target company, including but not limited to the shareholders’ meeting resolutions that approve and accept this capital increase, approve the corresponding amendment to the original articles of association of the company and the existing shareholders respectively waive the corresponding preemptive right, and provide the original of these shareholders’ meeting resolutions to the investor.
(III) delivery
1. The investor shall perform relevant payment obligations within 10 working days from the date of achievement of the conditions described in this agreement. 2. The investor shall remit all the subscription money for this capital increase to the bank account designated by the target company at one time, and provide the remittance certificate to the target company at the same time. After the investor completes the above remittance and provides the remittance certificate to the target company, it shall be deemed that the investor’s obligation to pay the subscription money for capital increase under this agreement has been fulfilled.
3. The industrial and commercial change registration procedures related to this investment shall be handled by the target company, and all parties shall provide necessary assistance and cooperation. The industrial and commercial change registration procedures related to this investment shall be completed within 30 days from the date when the investor’s subscription money enters the company’s bank account.
(IV) composition of the board of directors
1. The board of directors shall convene a board meeting at least once a year, and the board of directors attended by not less than 3 directors shall be valid. For the voting on relevant matters specified in the “protective provisions” mentioned in the agreement, the resolution of the board of directors must be passed by more than 3 directors attending the board meeting (including the directors appointed by the investor).
2. The target company shall provide corresponding working conditions (such as work-related transportation and office space) to the directors appointed by the investor.
3. The investor will enjoy all the right to know, including the right to receive all the information provided to the management of the subject company.
(V) liability for breach of contract
If the investor has the right to unilaterally terminate the investment agreement due to the breach of the investment agreement, the investor has the right to notify the target company, existing shareholders and the company in writing to terminate the investment agreement, and require the target company to return the subscription money paid by the investor and pay the capital interest calculated at the annual interest rate of 6% during the actual number of days the subscription money is occupied, The existing shareholders and the company shall be jointly and severally liable for this
5、 Pricing policy and basis of transaction
The related party transaction between the company and the related party industrial fund follows the principles of voluntariness, fairness, reasonableness and consensus through consultation, and does not harm the interests of the company and other shareholders, especially the minority shareholders, which is in line with the overall interests of the company and its shareholders.
6、 Purpose of this capital increase and its impact on the company
1. According to the company’s strategic planning, the industrial fund’s investment in Guangdong Nuo fresh fruit will help the company’s layout in the field of agricultural industrial chain, strengthen the company’s investment capacity, improve the efficiency of fund use, and provide strong support for the industrial transformation and upgrading in the agricultural field.
2. This investment is a foreign investment project of the industrial fund established by the company, which belongs to the normal investment and operation behavior of the industrial fund, will not have a significant impact on the company’s financial and operating conditions, and will not damage the interests of the listed company and shareholders
7、 Accumulated amount of various related party transactions with the related party
From the beginning of 2022 to the date of issuance of this verification opinion, the total amount of various related party transactions between the company and the related party’s industrial fund is RMB 0.
8、 Decision making procedures for related party transactions and prior approval and independent opinions of independent directors
In accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2020), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and other relevant systems, The independent directors have carefully reviewed and discussed the proposal on Guangdong Nuo fresh fruit and related party transactions, the third level subsidiary of the industrial fund capital increase company, submitted by the board of directors of the company, approved the related party transactions in advance, and expressed independent opinions as follows:
1. The related party transaction has been approved by the independent directors in advance
2. When the board of directors deliberates the proposal, the voting procedures and voting results are legal and valid. This transaction does not damage the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders.
3. Agree to the related party transactions of the company for capital increase of Guangdong Nuo fresh fruit, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
9、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above related party transactions have been deliberated and adopted at the fourth meeting (Interim) of the sixth board of directors of the company. The independent directors of the company recognized relevant matters in advance and expressed their agreed independent opinions. The above related party transactions need to be submitted to the general meeting of shareholders for deliberation. The transaction review procedures comply with the company law, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws and regulations and normative documents, as well as the articles of Association and decision-making system for connected transactions. In conclusion, China Securities Co.Ltd(601066) securities has no objection to the company’s capital increase and related party transactions of related parties to holding subsidiaries.
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Signature of sponsor representative:
