China Securities Co.Ltd(601066)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Verification opinions on cash management using some temporarily idle raised funds
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) According to the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions, the cash management of some temporarily idle raised funds used by Shenzhen Noposion Agrochemicals Co.Ltd(002215) has been carefully verified. The specific circumstances are as follows:
1、 Basic information of funds raised in this non-public offering
According to the reply of China Securities Regulatory Commission on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19), the company issued 73529411 ordinary shares (A shares) to specific investors by means of non-public offering of shares in Shenzhen Stock Exchange, 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. The company has adopted a special account storage system for the raised funds, and the above-mentioned raised funds have been deposited in the special account for raised funds after they are received. 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, Proposal on replacing self raised funds for investment projects invested with raised funds in advance by raised funds the company adjusts and finally determines the priority of investment of raised funds and the specific investment amount of each project according to the actual amount of raised funds and the priorities of projects. The insufficient part of raised funds shall be solved by the company with self raised funds. Specific adjustments are as follows:
Unit: 10000 yuan
S / n project name proposed investment before total investment adjustment proposed investment after adjustment
Amount of funds raised
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
2、 Idle funds raised in this non-public offering
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.
3、 Basic information of cash management using some temporarily idle raised funds
In order to improve the use efficiency of funds and improve the operating efficiency of the company, the company plans to use the temporarily idle raised funds of no more than 200 million yuan for cash management on the premise of meeting the capital needs and normal progress of the construction of the investment projects with raised funds. 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. At the same time, the board of directors of the company authorizes the management of the company to exercise decision-making power within the above limit and sign relevant documents. This cash management does not constitute a related party transaction. The company uses temporarily idle raised funds for cash management. The details are as follows:
(I) investment purpose
In order to improve the use efficiency of the company’s funds, on the premise of ensuring that it does not affect the normal operation of the company, the construction of raised funds and the use plan of raised funds, some temporarily idle raised funds are used for cash management, increase the company’s cash income and obtain more returns for the company and shareholders.
(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.
(III) purchase amount and validity period
The term 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 term 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 and time 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.
4、 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 Finance Department of the company will analyze and track the changes in the net value of the 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, loss of investment products inconsistent with the situation at the time of purchase, they will take corresponding measures in time to control the investment risk.
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.
5、 Impact on the company’s production and operation
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 principal guaranteed product investment and timely cash management of temporarily idle raised funds, the company can improve the efficiency of fund use, 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.
6、 Review procedures for implementation
On January 20, 2022, the fourth meeting (temporary) of the sixth board of directors and the third meeting (temporary) of the sixth board of supervisors were held. The proposal on using part of the temporarily idle raised funds for cash management was deliberated and approved, and the company was agreed to 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 of the company 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. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of part of the temporarily idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors, the independent directors have expressed clear consent, comply with relevant laws and regulations and perform 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.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Shenzhen Noposion Agrochemicals Co.Ltd(002215) using some temporarily idle raised funds for cash management) signature of the sponsor representative:
Tan Yongfeng Bao Baotai
China Securities Co.Ltd(601066) January 20, 2022
