Securities code: 002215 securities abbreviation: Shenzhen Noposion Agrochemicals Co.Ltd(002215) No.: 2022-010 Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Announcement on capital increase and related party transactions of related parties to holding subsidiaries
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.
1、 Overview
Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as “the company”) convened the fourth meeting (Interim) of the sixth board of directors on January 20, 2022, deliberated and adopted the proposal on capital increase and related party transactions of related parties to holding subsidiaries.
Guangdong Shenzhen Noposion Agrochemicals Co.Ltd(002215) Yichuang industrial investment fund partnership (limited partnership) (hereinafter referred to as “industrial fund”) intends to jointly sign the Guangdong Shenzhen Noposion Agrochemicals Co.Ltd(002215) Yichuang industrial investment fund partnership (limited partnership) with the company and its holding subsidiary Guangdong nuoxianguo Agricultural Ecological Technology Co., Ltd. (hereinafter referred to as “Guangdong nuoxianguo” or “target company”) Investment agreement with Guangzhu Agriculture Group Co., Ltd. and Shenzhen Noposion Agrochemicals Co.Ltd(002215) on the subject company Guangdong Nuo fresh fruit agricultural ecological technology Co., Ltd. (hereinafter referred to as “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.
The 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 extraordinary general meeting of shareholders of the company for deliberation. The independent directors of the company recognized the transaction in advance and expressed independent opinions. The details are as follows:
2、 Basic information of the target company
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:
Before and after capital increase
Name of shareholder
Shareholding ratio of subscribed registered capital (10000 yuan) shareholding ratio of subscribed registered capital (10000 yuan)
Guangzhu agricultural group 5000 100% 5000 66.67% Co., Ltd. (note)
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 for one 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.
3、 Basic information of participants
(I) Guangdong Shenzhen Noposion Agrochemicals Co.Ltd(002215) Yichuang industrial investment fund partnership (limited partnership)
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%.
Affiliated relationship: the company 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. This transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
(Ⅱ) Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Name: Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Type: joint stock limited company (listed)
Address: No. 113, Xixiang Reservoir Road, Bao’an District, Shenzhen (for office and public use only)
Legal representative: Gao huansen
Registered capital: 913756384 yuan
Date of establishment: September 18, 1999
Unified social credit Code: 9144030071524157xp
Business scope: Research on application technology of agrochemical products; Pesticide sales; Pesticide technical testing; Agricultural technology development, agricultural technology transfer, agricultural technology service and agricultural technology consultation; Import and export of goods and technologies (the above does not include the items requiring pre audit and prohibited by laws, administrative regulations and decisions of the State Council). Pesticide processing and compounding (handled according to the pesticide production approval certificate of the State Administration of petroleum and chemical industry).
Ownership structure: Mr. Lu Baiqiang and his persons acting in concert hold a total of 36.87%, and the rest are held by public shareholders.
(III) Guangzhu Agriculture Group Co., Ltd
Name: Guangzhu Agricultural Group Co., Ltd
Type: limited liability company
Address: room 06, a2-3 floor, office building of Shenzhen Noposion Agrochemicals Co.Ltd(002215) agrochemical Co., Ltd., No. 113, Reservoir Road, fenghuanggang community, Xixiang street, Bao’an District, Shenzhen
Legal representative: Li Haijiao
Registered capital: 500 million yuan
Date of establishment: August 2, 2018
Unified social credit Code: 91440300ma5f8mn0xk
Business scope: general business items: technology development, technical services, technical consultation and technology transfer in the field of agricultural science and technology and agricultural technology; Tourism project development; Tropical agricultural development; Breeding, planting and sales of gardens, melons, fruits, vegetables and seedlings; supply chain management; Business information consultation (excluding restricted items); Business culture organization and planning; Operate import and export business; Operating e-commerce (those involving pre administrative license must obtain pre administrative license documents before operation); Research and development of aquatic bioengineering technology; Transfer and consulting services of aquatic bioengineering technology; Sales of organic fertilizer, microbial fertilizer, water-soluble fertilizer, chemical fertilizer and organic compound fertilizer; Sales of building materials (metal materials, steel, steel wire, wood, stone, yellow sand, bamboo and wood); Landscape design and construction; Technical consultation, design and construction of greenhouse and orchard scaffold facilities; Design and installation of agricultural drip irrigation projects, sales of plastic materials, pipes and pipe fittings (except for projects prohibited by laws, administrative regulations or decisions of the State Council and requiring approval before registration). The licensed business items are: fruit processing; Wholesale and retail of prepackaged food; Shenzhen Agricultural Products Group Co.Ltd(000061) (dry and fresh fruits, vegetables, etc.) selection, grading, packaging, storage, preservation, refrigeration, distribution, wholesale, retail and online retail; Production, sale and sales of fruit products (fruit juice, dried fruit, etc.); Breeding, breeding, processing and product sales of aquatic varieties and seedlings.
Ownership structure: Shenzhen Noposion Agrochemicals Co.Ltd(002215) holding 100%.
4、 Main contents of investment agreement
(I) investment method: the industrial fund increased the capital of Guangdong Nuo fresh fruit with 100 million yuan, and obtained 33.33% equity of Guangdong Nuo fresh fruit after investment, 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) 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、 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, and provide strong support for the realization of industrial transformation and upgrading in the field of agriculture.
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.
6、 Accumulated amount of various related party transactions with the related party
Accumulated various events with the related party from the beginning of the year to the disclosure date
