Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) Announcement No.: 2022-007 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
On the replacement of pre invested funds with raised funds
Announcement on self raised funds for investment projects with raised funds
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.
Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as ” Shenzhen Noposion Agrochemicals Co.Ltd(002215) ” or “the company”) held the fourth (temporary) meeting of the sixth board of directors and the third (temporary) meeting of the sixth board of supervisors on January 20, 2022. The meeting deliberated and adopted the proposal on replacing self raised funds for investment projects invested with raised funds in advance. The company agrees to use the raised funds to replace the self raised funds invested in the raised funds investment project in advance (hereinafter referred to as the “raised funds investment project”). Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
On January 12, 2021, the company obtained the reply on approving Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development of shares (zjxk [2021] No. 19) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), which approved the company’s non-public offering of no more than 27422915 new shares.
The number of shares actually issued to 14 issuers is 73529411, with a par value of 1 yuan per share and an issue price of 4.76 yuan / share. The total amount of funds raised is 34999996.36 yuan. After deducting various issuance expenses of 5688084.72 yuan (excluding tax), the net amount of funds actually raised is 34431911.64 yuan. The above funds have been transferred to the raised funds account of the company on December 8, 2021.
Dahua Certified Public Accountants (special general partnership) has verified the availability of the raised funds on December 9, 2021 and issued Dahua Yan Zi [2021] No. 000839 capital verification report on the paid in capital after Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public issuance of 73529411.00 RMB common shares (A shares). In order to standardize the management and use of the raised funds and protect the interests of investors, according to the requirements of relevant laws and regulations, the company has opened a special account for the raised funds to store and manage the raised funds. After the raised funds arrive, they are all deposited in the special account for the raised funds. The company has signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds. For details, see the company’s disclosure on cninfo.com on January 6, 2022（ http://www.cn.info.com.cn. ）Relevant announcements.
2、 Implementation of replacement of early investment with raised funds
Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
According to the contents publicly disclosed in the report on stock issuance of Shenzhen Noposion Agrochemicals Co.Ltd(002215) non-public development banks and listing announcement, the raised funds are used for “production line automation upgrading and new project”, “headquarters R & D upgrading and new product R & D registration project” and supplementary working capital after deducting the relevant expenses of issuance. Before the funds raised from this non-public offering of shares are in place, the company will first invest with self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place.
As of December 25, 2021, the actual investment amount of the company’s self raised funds invested in the raised investment projects in advance is RMB 40897689.46. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company replaces the self raised funds invested in the raised investment projects in advance with the raised funds of RMB 40897689.46. The details are as follows:
Unit: Yuan
The funds raised from the project investment are committed as of December 2021
Project Name: the total amount of eno investment has been invested in advance on the 25th, and the raised funds to be replaced have been self raised
1 production line automation upgrading 242550000 233730000 29354378.88 29354378.88 and new projects
2 headquarters R & D upgrading and new product R & D registration project of 137400000 137400000 10808056.00 10808056.00
3 supplementary working capital 159050000 159050000 —
4. Issuance expenses — 735254.58
Total 539000000 530180000 40897689.46 40897689.46
Dahua Certified Public Accountants (special general partnership) conducted special verification on the above-mentioned projects invested with raised funds in advance, and issued the assurance report on Shenzhen Noposion Agrochemicals Co.Ltd(002215) projects invested with raised funds in advance with self raised funds [Dahua He Zi [2022] No. 000116].
The replacement time of the company’s raised funds this time is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s replacement of raised funds this time does not conflict with the implementation plan of the raised investment project and does not affect the normal implementation of the raised investment project, There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
3、 Review opinions on this replacement
1. Deliberations of the board of directors
The fourth meeting (temporary) of the 6th board of directors of the company deliberated and approved the proposal on replacing the self raised funds of the investment projects invested with the raised funds in advance with the raised funds, and agreed that the company would replace the self raised funds of the above projects invested with the raised funds in advance with the raised funds of 40897689.46 yuan.
2. Assurance opinion of accounting firm
Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
Dahua Certified Public Accountants (special general partnership) (special general partnership) conducted a special audit on the actual use of self raised funds in the company’s raised investment projects, and issued the assurance report on Shenzhen Noposion Agrochemicals Co.Ltd(002215) pre investment of self raised funds in raised capital investment projects [dahuahe Zi [2022] No. 000116]. It is considered that the special instructions on pre investment of raised funds in investment projects with self raised funds prepared by Shenzhen Shenzhen Noposion Agrochemicals Co.Ltd(002215) company complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, In all major aspects, it fairly reflects the situation that Shenzhen Shenzhen Noposion Agrochemicals Co.Ltd(002215) company has invested the raised funds in advance with self raised funds as of December 25, 2021.
3. Opinions of independent directors
After deliberation, the independent directors believe that the company’s pre investment in the raised investment projects with self raised funds meets the needs of the company’s development, and Dahua Certified Public Accountants (special general partnership) has verified the actual use of self raised funds in the raised investment projects of the company, And issued the assurance report on Shenzhen Noposion Agrochemicals Co.Ltd(002215) pre investment of raised funds in investment projects with self raised funds [dahuahezi [2022] No. 000116]. The total amount of self raised funds that have been invested in the raised investment projects in advance is 40897689.46 yuan. Its contents and procedures comply with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other documents, and comply with the arrangements made by the company for the early investment of raised funds in the issuance application documents, And it does not conflict with the implementation plan of the raised investment project, does not affect the normal progress of the raised investment project, the replacement time does not exceed 6 months from the arrival time of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, which is in line with the interests of all shareholders. Therefore, the independent directors unanimously agreed that the company would use the raised funds to replace the self raised funds of RMB 40897689.46 invested in the raised investment projects in advance.
4. Opinions of the board of supervisors
The board of supervisors of the company has verified the replacement of self raised funds invested in raised investment projects in advance with raised funds. The board of supervisors believes that it is necessary and reasonable for the company to use raised funds to replace self raised funds invested in raised investment projects in advance, and the replacement time of raised funds is less than 6 months from the arrival time of raised funds, It complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, which is conducive to improving the use efficiency of raised funds and maximizing the interests of investors. The exchange of raised funds does not conflict with the implementation plan of raised investment projects and does not affect the normal progress of raised investment projects, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders, which is in line with the interests of all shareholders.
The self raised funds that the company has invested in the raised capital investment project in advance have been confirmed by the authentication report of Shenzhen Noposion Agrochemicals Co.Ltd(002215) self raised funds invested in the raised capital investment project in advance [dahuahe Zi [2022] No. 000116] issued by Dahua Certified Public Accountants (special general partnership). The board of supervisors approved the company to use the raised capital
Shenzhen Noposion Agrochemicals Co.Ltd(002215) announcement
The total amount of self raised funds invested in the raised investment project in advance is 40897689.46 yuan.
5. 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 replacement of self raised funds previously invested in the investment project of raised funds has been deliberated and approved at the fourth meeting (Interim) of the sixth board of directors and the third meeting (interim) of the sixth board of supervisors, and the independent directors have expressed their explicit consent, Dahua Certified Public Accountants (special general partnership) conducted special audit and issued relevant assurance reports, and performed necessary legal procedures. The use of raised funds to replace self raised funds in advance does not affect the normal progress of investment projects with raised funds, there is no disguised change in the investment direction of raised funds and damage the interests of shareholders, and the replacement time is no more than 6 months from the arrival time of raised funds, which is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies The Listing Rules of Shenzhen Stock Exchange 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 regulations.
To sum up, the sponsor agrees that the company will implement the self raised funds of the raised funds replacement project invested in advance.
4、 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. Authentication report on Shenzhen Noposion Agrochemicals Co.Ltd(002215) self raised funds invested in raised funds investment projects in advance issued by Dahua Certified Public Accountants (special general partnership) (dahuahe Zi [2022] No. 000116);
4. Prior approval and independent opinions of independent directors on relevant matters;
5. Opinions on China Securities Co.Ltd(601066) verification of Shenzhen Noposion Agrochemicals Co.Ltd(002215) replacing self raised funds invested in investment projects with raised funds in advance.
It is hereby announced.
Shenzhen Noposion Agrochemicals Co.Ltd(002215) board of directors January 21, 2002
