Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Announcement No.: 2022-008 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Announcement on the use of some temporarily idle raised funds for cash management
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.
The fourth (temporary) meeting of the sixth board of directors of Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as ” Shenzhen Noposion Agrochemicals Co.Ltd(002215) ” or “the company”) was held on January 20, 2022 in the form of on-site combined communication. At the meeting, the proposal on the use of some temporarily idle raised funds for cash management was deliberated and adopted with 5 votes in favor, 0 against and 0 abstention. In order to improve the use efficiency of funds Improve the company’s operating efficiency. On the premise of meeting the capital demand and normal promotion of the construction of the investment projects with raised funds, the company plans to use the temporarily idle raised funds of no more than 200 million yuan for cash management. The service life is valid within 12 months from the date of deliberation and approval at the fourth meeting (Interim) of the sixth board of directors of the company. Within the above service life and limit, the funds can be used on a rolling basis. The relevant matters are hereby announced as follows:
1、 Basic information of funds raised by non-public offering in 2020
According to the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public offering of shares (zjxk [2021] No. 19) issued by China Securities Regulatory Commission, the company issued a total of 73529411 RMB common shares (A shares) to specific investors in the form of non-public offering, with an issue price of 4.76 yuan / share. The total amount of funds raised in this non-public offering is RMB 34999996.36. After deducting the issuance related expenses (excluding tax), the actual net amount of funds raised is RMB 34431911.64. The availability of the above raised funds has been verified by Dahua Certified Public Accountants (special general partnership), and Dahua Yan Zi [2021] No. 000839 capital verification report on the paid in share capital of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public Development Bank after 73529411.00 RMB common shares (A shares) was issued on December 9, 2021.
On January 20, 2022, the company held the fourth (temporary) meeting of the sixth board of directors and the third (temporary) meeting of the sixth board of supervisors, deliberated and adopted the proposal on the distribution of funds raised by non-public development banks in 2020 and the proposal on replacing self raised funds of investment projects invested with raised funds with raised funds in advance. According to the actual amount of raised funds and the priorities of projects, the company adjusts and finally determines the priority of investment of raised funds and the specific investment amount of each project. The insufficient part of raised funds shall be paid by the company
The company solves the problem with self raised funds. The specific adjustment is as follows: unit: 10000 yuan
S / n project name proposed investment before total investment adjustment and proposed investment in raised funds after 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
As of the disclosure date of this announcement, the company’s raised funds have been replaced and invested in the investment of raised funds in advance
The self raised fund of the project is 40897689.46 yuan, which has not been used yet. The balance of the special account for raised funds is
304149476.76 yuan. During the implementation of the project invested by the raised funds of the company, due to the actual needs of the project, the raised funds need to be invested gradually. According to the construction progress of the project invested by the raised funds, some of the raised funds are temporarily idle at this stage. Without affecting the progress of the investment projects invested by the raised funds, the normal production and operation of the company and ensuring the safety of funds, the company will reasonably use some idle raised funds for cash management to increase capital income. The use of idle raised funds for cash management does not constitute a related party transaction.
2、 Basic information of the company’s cash management with some temporarily idle raised funds
(I) investment purpose
In order to improve the use efficiency of the company’s funds, it can increase the capital income and obtain more returns for the company and its shareholders without affecting the construction of investment projects with raised funds and the normal operation of the company.
(II) investment varieties
The company will strictly control risks in accordance with relevant regulations, strictly evaluate financial products, and plan to purchase principal guaranteed financial products with high security and good liquidity (including but not limited to structural deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, principal guaranteed financial products, etc.), and such cash management products shall not be used for pledge, It shall not be used for investment for the purpose of securities investment and derivatives trading.
(III) purchase amount and validity period
The company plans to use the temporarily idle raised funds of no more than 200 million yuan for cash management. The service life is valid within 12 months from the date of deliberation and approval at the fourth meeting (Interim) of the sixth board of directors of the company. Within the above service life and limit, the funds can be used on a rolling basis.
(IV) source of funds
The funds used for cash management this time come from the temporarily idle raised funds of the company.
(V) implementation mode
Within the limit, the board of directors of the company authorizes the management of the company to sign relevant contracts and implement them.
(VI) information disclosure
The company will disclose the details of cash management in accordance with the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and 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 requirements.
(VII) distribution of cash management income
The income obtained by the company from using the temporarily idle raised funds for cash management will be preferentially used to make up the insufficient investment amount of the raised investment projects and the working capital required by the company’s daily operation, and will be managed and used in strict accordance with the requirements of the CSRC and Shenzhen Stock Exchange on the regulatory measures for raised funds.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. Although principal guaranteed financial products belong to low-risk investment varieties, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
(II) risk control measures
1. During cash management, the company will select investment products with good liquidity, high security and principal guaranteed commitment period of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
2. The relevant personnel of the company’s finance department are responsible for the specific operation of cash management, and will analyze and track the changes in the net value of products in real time. If the evaluation finds that there are risk factors that may affect the company’s capital safety, adverse changes in profitability, losses of investment products that are inconsistent with the situation at the time of purchase, they will take corresponding measures in time to control investment risks.
3. The company’s internal audit department is responsible for comprehensively inspecting the use and custody of the company’s funds for purchasing financial products, reasonably predicting the possible risks and benefits of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors.
4. The independent directors and the board of supervisors have the right to inspect the cash management. On the basis of the company’s internal audit verification, the independent directors are mainly verified by the audit committee of the board of directors. If necessary, upon the proposal of the independent directors, they have the right to appoint an independent external audit institution to conduct special audit on cash management.
5. The board of supervisors has the right to inspect the cash management of the company regularly or irregularly. In case of any illegal operation, it can propose to convene the board of directors to consider and stop the relevant investment activities of the company.
6. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the company
Based on the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, the company uses temporarily idle raised funds for cash management, which is implemented without affecting the normal progress of the investment plan of raised funds, and will not affect the daily production and operation of the company and the normal development of raised investment projects. Through appropriate investment in principal guaranteed financial products and timely cash management of temporarily idle raised funds, the company can improve the use efficiency of funds, increase the company’s income and create more investment income for the company and the majority of shareholders, without damaging the interests of the company and shareholders.
5、 Relevant review procedures and verification opinions
On January 20, 2022, the company held the fourth (temporary) meeting of the sixth board of directors and the third (temporary) meeting of the sixth board of supervisors, which deliberated and adopted the proposal on using some temporarily idle raised funds for cash management. The board of directors agreed that the company should use the temporarily idle raised funds with an amount of no more than 200 million yuan for cash management in a timely manner, Ensure that cash management is carried out without affecting the progress of investment projects with raised funds, the normal production and operation of the company and ensuring the safety of funds. It is used to purchase principal guaranteed financial products with high safety, meeting Principal Guaranteed requirements and good liquidity. The service life is valid within 12 months from the date of deliberation and approval at the fourth meeting (Interim) of the sixth board of directors of the company, Within the above use period and limit, the funds can be used on a rolling basis. The independent directors and the board of supervisors expressed clear consent. According to the company’s raised funds management system, the articles of association and relevant laws and regulations, the use of temporarily idle raised funds for cash management does not need to be considered by the general meeting of shareholders.
1. Opinions of independent directors
According to the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the articles of association and other relevant provisions, The independent directors gave the following independent opinions on the proposal on cash management using part of the temporarily idle raised funds considered at the fourth meeting (Interim) of the sixth board of directors of the company:
The company plans to use part of the temporarily idle raised funds for cash management, has fulfilled the corresponding approval procedures, and complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self discipline supervision of listed companies of Shenzhen stock exchange No. 1 – standardized operation of listed companies on the main board Relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and relevant provisions of the company’s management system for raised funds. On the premise of ensuring the safety of funds and meeting the capital preservation requirements, the use of temporarily idle raised funds for cash management is conducive to improving the use efficiency of raised funds, will not conflict with the implementation plan of the investment project of raised funds, will not affect the normal progress of the investment project of raised funds, and will not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, the independent directors agree that the company will use the temporarily idle raised funds with an amount of no more than 200 million yuan for cash management in a timely manner.
2. Opinions of the board of supervisors
After review, the board of supervisors believes that the company plans to use the temporarily idle part of the raised funds of no more than RMB 200 million for cash management, and the contents and procedures comply with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange 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 provisions, and the decision-making and deliberation procedures are legal and effective; The use of temporarily idle raised funds for cash management does not affect the normal progress of investment projects with raised funds, nor does it change the purpose of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, the board of supervisors agreed to the proposal that the company use some temporarily idle raised funds for cash management.
3. Opinions of the sponsor
After verification, China Securities Co.Ltd(601066) (hereinafter referred to as “sponsor” or ” China Securities Co.Ltd(601066) “) believes that:
The company’s use of some temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed clear consent, complied with relevant laws and regulations and performed necessary legal procedures. The company’s use of some idle raised funds for cash management this time complies with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and the company’s raised funds management system, There is no change in the use of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds.
In conclusion, the recommendation institution has no objection to the company’s use of some temporarily idle raised funds for cash management.
6、 Documents for future reference
1. The fourth meeting (Interim) of the sixth board of directors of the company;
2. The third meeting (Interim) resolution of the sixth board of supervisors of the company;
3. Prior approval and independent opinions of independent directors on relevant matters;
4. China Securities Co.Ltd(601066) verification opinions on Shenzhen Noposion Agrochemicals Co.Ltd(002215) using some temporarily idle raised funds for cash management.
It is hereby announced.
Shenzhen Noposion Agrochemicals Co.Ltd(002215) board of directors January 21, 2002
