Shenzhen Noposion Agrochemicals Co.Ltd(002215) independent director
Prior approval and independent opinions on relevant matters
As an independent director of the sixth board of directors of Shenzhen Noposion Agrochemicals Co.Ltd(002215) (hereinafter referred to as “the company”), in accordance with 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board In accordance with the articles of association, the independent director system and other relevant provisions of the company, based on the position of independent judgment, we hereby express the following opinions on the relevant matters considered at the fourth meeting (Interim) of the sixth board of directors of the company:
1、 Independent opinions on replacing self raised funds of investment projects invested with raised funds in advance with raised funds
After verification, the independent directors of the company express their independent opinions on the matter as follows:
After deliberation, we believe that the company’s pre investment of self raised funds in raised investment projects meets the needs of the company’s development. Dahua Certified Public Accountants (special general partnership) has verified 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 investment projects [dahuahe Zi [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, we unanimously agree that the company will use the raised funds to replace the self raised funds of 40897689.46 yuan invested in the raised investment projects in advance.
2、 Independent opinions on the use of some temporarily idle raised funds for cash management
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, we 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.
3、 Independent opinions on capital pool business of wholly-owned subsidiaries
In accordance with the guiding opinions on the establishment of independent director system in listed companies, 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, as an independent director of the company, we have carefully considered the company’s capital pool business and issued the following independent opinions:
Nuo crop and Bank Of Shanghai Co.Ltd(601229) Shenzhen branch carry out capital pool business, which can improve the liquidity of the company’s current assets, optimize the financial structure and improve the utilization rate of funds. It is necessary and feasible. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. Moreover, the company has formulated strict approval procedures and authorities, which will effectively prevent risks. The company’s procedures for considering this matter are legal and compliant, so the independent directors agree that the wholly-owned subsidiary Nuo crop will carry out capital pool business. And agreed to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation. 4、 Prior approval and independent opinions of related parties on capital increase and related party transactions of holding subsidiaries
In accordance with the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant systems, we have carefully reviewed and discussed the proposal on capital increase and related party transactions by related parties to holding subsidiaries submitted by the board of directors of the company, We have previously recognized this connected transaction and issued independent opinions as follows:
The related party transaction has been approved by us in advance. When the board of directors deliberated the proposal, the voting procedures and voting results were legal and valid. This transaction does not damage the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders. Therefore, we unanimously agree to the related party transaction of the company’s capital increase of Guangdong Nuo fresh fruit, a holding subsidiary, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Shenzhen Noposion Agrochemicals Co.Ltd(002215) independent directors’ independent opinions on relevant matters) signature of independent directors:
Li Changqing, Li Xiaodong
Shenzhen Noposion Agrochemicals Co.Ltd(002215)
January 20, 2002
