China Securities Co.Ltd(601066)
About Shenzhen Noposion Agrochemicals Co.Ltd(002215)
Verification opinions on replacing self raised funds of pre invested projects with 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) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions have carefully verified the self raised funds of Shenzhen Noposion Agrochemicals Co.Ltd(002215) proposed to replace the pre invested projects with raised funds. The details are 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 were transferred to the company's raised funds account 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.
2、 Commitment of investment direction of funds raised from non-public offering of shares
According to the contents of raised investment projects disclosed in the Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2020 non-public development bank stock plan, the company plans to raise no more than 530.18 million yuan (including 530.18 million yuan) from non-public offering of shares. After deducting the issuance expenses, the company plans to invest in the following projects:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised funds
1 production line automation upgrade and new project 24255.00 23373.00
2 headquarters R & D upgrading and new product R & D registration project 13740.00 13740.00
3. Supplementary working capital 15905.00 15905.00
Total 53900.00 53018.00
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. If the net amount of funds raised this time is less than the total amount of funds to be invested in the above projects, the company will adjust and finally determine the priority of the investment of the raised funds and the specific investment amount of each project according to the actual amount of funds raised and the priorities of the projects. The insufficient part of the raised funds shall be solved by the company with its own funds.
Within the scope of Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2020 non-public development bank stock plan, the company and the recommendation institution (lead underwriter) have negotiated and determined that the total amount of funds raised in this issuance shall not exceed 350 million yuan (including 350 million yuan) by comprehensively considering market conditions, fund-raising needs, underwriting risks and other factors. 3、 Advance investment of self raised funds in raised investment projects and replacement
According to the company's Shenzhen Noposion Agrochemicals Co.Ltd(002215) 2020 non-public development bank stock plan, before the funds raised by this non-public offering 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 into the raised investment project in advance is RMB 40897689.46, and the proposed replacement amount is RMB 40897689.46. The details are as follows:
Unit: 10000 yuan
Up to December 2021 after deducting the issuance expenses from the committed investment of raised funds
Name of Project No.: the amount of funds to be invested in the raised funds has been invested in advance on the 25th, and the net amount of funds to be replaced has been self raised
1 production line automation upgrade 23373.00 15000.00 2935.44 2935.44
And new projects
2 headquarters R & D upgrading and new 13740.00 12504.72 1080.81 1080.81
Product R & D registration project
3 supplementary working capital 15905.00 6926.47 --
4. Issuance expenses -- 73.53
Total 53018.00 34431.19 4089.77 4089.77
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 replacement behavior of the company's 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.
4、 The use of raised funds to replace the relevant procedures for the implementation of projects invested in raised funds in advance
(I) deliberations of the board of directors
The fourth meeting (temporary) of the sixth 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-mentioned investment projects invested with the raised funds of 40897689.46 yuan.
(II) opinions of the board of supervisors
The board of supervisors of the company has verified the replacement of self raised funds invested in the raised investment projects in advance with the raised funds. The board of supervisors believes that it is necessary and reasonable for the company to use the raised funds to replace the self raised funds invested in the raised investment projects in advance, and the replacement time of the raised funds is less than 6 months from the arrival time of the 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 on 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 funds to replace the self raised funds invested in the raised investment projects in advance, with a total amount of RMB 40897689.46. (III) 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, It also issued the assurance report on Shenzhen Noposion Agrochemicals Co.Ltd(002215) pre investment of raised capital investment projects with self raised funds (dahuhe 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, 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.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company's replacement of the raised funds for the self raised funds invested in the investment projects with raised funds in advance has been deliberated and adopted 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.
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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 raised funds to replace self raised funds invested in raised investment projects in advance) signature of the sponsor representative:
Tan Yongfeng Bao Baotai
China Securities Co.Ltd(601066) January 20, 2022
