Securities code: 002321 securities abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Announcement No.: 2022-014
Henan Huaying Agricultural Development Co.Ltd(002321)
On restructuring investors, adjusting internal structure and signing restructuring investment
Announcement of supplementary agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Henan Xinyang intermediate people’s Court (hereinafter referred to as “Xinyang intermediate court” or “court”)
It has ruled to accept Henan Huaying Agricultural Development Co.Ltd(002321) (in Chinese) on November 20, 2021
Hereinafter referred to as “Huaying agriculture” or “company”) bankruptcy reorganization case, and Beijing Jindu
(Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership) Henan Branch
As the manager, he is responsible for the relevant work during the reorganization period. For details, see “about court ruling”
Announcement on accepting the reorganization of the company (Announcement No.: 2021-071).
On December 23, 2021, Huaying agriculture and Xinyang Dingxin Xinghua Industrial investment partnership
Enterprise (limited partnership) (hereinafter referred to as “Dingxin Xinghua”), Henan Guangzhou ChenYue Industrial Co., Ltd
Ltd. (hereinafter referred to as “Guangzhou Chenyue”), Xinyang Huaxin Investment Group Co., Ltd
(hereinafter referred to as “Xinyang Huaxin”), Huangchuan agricultural investment new kinetic energy enterprise management center (Co., Ltd
Partnership) (hereinafter referred to as “new kinetic energy of agricultural investment”), Xinyang Guangxing equity investment management center
(limited partnership) (hereinafter referred to as “Guangxing equity”) signed the Henan Huaying Agricultural Development Co., Ltd
See Henan Huaying Agricultural Development Co., Ltd. for details
Announcement of the company on signing the restructuring investment agreement and Henan Huaying Agricultural Development Co., Ltd
Supplementary announcement on signing the restructuring investment agreement of Zhanjiang Co., Ltd. (Announcement No.:
2021-087、2021-089）。
As of December 31, 2021, the manager has received the restructuring investment of 755310561.96 yuan, and the restructuring investment has been paid in full. See Henan Huaying Agricultural Development Co.Ltd(002321) announcement on implementation progress and risk warning of reorganization plan (Announcement No.: 2022-002) for details
On the premise that the restructuring investors have been fully determined and the restructuring investment funds have been fully received, and in order to optimize the internal equity structure of the restructuring investors, Huaying agriculture signed a supplementary agreement to the restructuring investment agreement with Dingxin Xinghua, Guangxing equity and Sichuan xinghuading Enterprise Management Co., Ltd. (hereinafter referred to as “Sichuan xinghuading”) on February 18, 2022, To adjust the internal structure of the reorganized investors, the relevant matters are hereby announced as follows:
1、 Main contents of the supplementary agreement to the restructuring investment agreement
In order to optimize and restructure the internal structure of investors, in addition to the original financial investors, Dingxin Xinghua will increase joint Sichuan xinghuading as a financial investor to participate in Huaying agricultural restructuring investment. Guangxing equity agreed to transfer its proposed 3% shares of Huaying agriculture and 1% shares of Huaying agriculture to Sichuan xinghuading for 15.1035 million yuan.
This agreement is a supplementary agreement to the restructuring investment agreement of Henan Huaying Agricultural Development Co.Ltd(002321) restructuring case signed by Huaying agriculture and Guangxing equity on December 23, 2021. Sichuan xinghuading promises that other rights, obligations and commitments related to Guangxing equity in the restructuring investment agreement are equally applicable to Sichuan xinghuading.
2、 Share adjustment of Dingxin Xinghua partners
On February 18, 2022, Huaying agriculture received the notice from Dingxin Xinghua. On February 17, 2021, Sichuan xinghuading signed the partnership property share transfer agreement with Hangzhou Xingzeng Enterprise Management Co., Ltd. (hereinafter referred to as “Hangzhou Xingzeng”) and handled the industrial and commercial change registration. Sichuan xinghuading transferred its 1.4085% share of Dingxin Xinghua to Hangzhou Xingzeng. After the transfer, the equity structure of Dingxin Xinghua is as follows:
Hangzhou Xingzeng Enterprise Management Co., Ltd. holds a share of 1.4085%; Xinyang Industrial Investment Group Co., Ltd. holds 70.4225% as LP; Guanghan Dongxing down products Co., Ltd. holds 28.169% as LP.
3、 Equity transfer of restructuring investors before and after adjustment
After adjustment, Dingxin Xinghua joined Guangzhou Chenyue, Xinyang Huaxin, agricultural investment new kinetic energy, Guangxing equity and Sichuan xinghuading as financial investors to participate in the reorganization of Huaying agriculture, and transferred some shares during the implementation of Huaying agriculture’s reorganization plan. The specific transfer conditions are as follows:
After adjustment,
No. investor name shareholding number shareholding ratio shareholding number (10000 shareholding ratio (10000 shares) (case shares)
Xinyang Dingxin Xinghua Industrial Co., Ltd
1. Investment partnership (limited partnership)
2 Henan Guangzhou Chenyue industry has 34151.99 16.01% limited company
3. Xinyang Huaxin Investment Group has 10463.58 4.91% limited liability companies
Huangchuan agricultural investment new energy enterprise
4 industry management center (limited partnership 4459.91 2.09%)
5 Xinyang Guangxing equity investment 6398.67 3.00% 4265.78 2.00% Management Center (limited partnership)
6 Sichuan xinghuading enterprise management — 2132.89 1.00% Co., Ltd
Total 106663.50 50.01%
The number of shares transferred shall be subject to the final deduction of China Securities Depository and Clearing Corporation Shenzhen Branch.
4、 Risk tips
1. Xinyang intermediate people’s court has ruled to terminate the company’s reorganization procedure, and the company has entered the implementation stage of the reorganization plan. According to the relevant provisions of the enterprise bankruptcy law of the people’s Republic of China, during the implementation of the reorganization plan, if the company does not implement or cannot implement the reorganization plan, the company will be declared bankrupt. If the company is declared bankrupt, the company’s shares will face the risk of delisting according to paragraph (VI) of article 9.4.17 of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”).
2. The company’s 2020 financial report has been audited by Asia Pacific (Group) accounting firm (special general partnership), which cannot express an opinion. If one of the following circumstances occurs in 2021, the listing of the company’s shares will be terminated according to article 9.3.11 of the Listing Rules: (I) the audited net profit is negative and the operating income is less than 100 million yuan, or the net profit of the most recent fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan; (II) the audited ending net assets are negative, or the ending net assets of the latest fiscal year after retroactive restatement are negative; (III) the financial accounting report is issued with qualified opinions, unable to express opinions or negative opinions; (IV) failing to disclose the annual report guaranteed by more than half of the directors to be true, accurate and complete within the statutory time limit; (V) although it meets the conditions specified in article 14.3.7, it fails to apply to Shenzhen stock exchange for cancellation of delisting risk warning within the specified time limit; (VI) the application for cancellation of delisting risk warning was not reviewed and approved by Shenzhen stock exchange due to failure to meet the conditions specified in article 9.3.7.
3. The company’s implementation of the reorganization plan will help to improve the company’s asset liability structure and operating conditions, but the company’s stock trading still needs to meet the requirements of subsequent relevant regulatory laws and regulations, otherwise it will still face the risk of termination of listing.
The company will conscientiously perform the obligation of information disclosure in strict accordance with the relevant provisions of the listing rules and disclose the progress of relevant matters in a timely manner. The information disclosure media designated by the company are securities daily, securities times, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.), All information of the company shall be subject to the information disclosed in the above designated media and websites. Please make careful decisions and pay attention to investment risks.
It is hereby announced.
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors February 22, 2002
