Securities code: Henan Huaying Agricultural Development Co.Ltd(002321) securities abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Announcement No.: 2022018 Henan Huaying Agricultural Development Co.Ltd(002321) suggestive announcement on changes in shareholders' equity and changes in controlling shareholders and actual controllers
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.
Important:
1. Reasons for this equity change: the implementation of the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (hereinafter referred to as the "reorganization plan"), the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization investment agreement (hereinafter referred to as the "reorganization investment agreement") and its supplementary agreements. 2. This equity change changed the controlling shareholder of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "Huaying agriculture" or "the company") to Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership) (hereinafter referred to as "Dingxin Xinghua"), and the actual controller to Xu Shuijun.
3. According to the specific implementation of the reorganization plan, after Huaying agriculture implemented the conversion of capital accumulation fund, the shareholding of other major shareholders also changed.
1、 Background of this equity change
Henan Xinyang intermediate people's Court (hereinafter referred to as "Xinyang intermediate people's court" or "court") has ruled to accept the case of Huaying agricultural bankruptcy reorganization on November 20, 2021, and appointed Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership) Henan Branch as managers to be responsible for relevant work during the reorganization, See the company for details
The announcement on the court ruling to accept the reorganization of the company (Announcement No.: 2021071) disclosed by the company on cninfo.com on November 22, 2021.
On the morning of December 22, 2021, Xinyang intermediate people's court held the first creditors' meeting of Huaying agricultural reorganization, and the meeting voted and adopted Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft); On the afternoon of December 22, 2021, Huaying Agriculture held a meeting of the investor group, which deliberated and adopted the investor equity adjustment plan of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft). For details, see the announcement on the convening of the first creditors' meeting (Announcement No.: 2021084) and the announcement on the resolution of the investor group meeting (Announcement No.: 2021085) disclosed by the company on cninfo.com on December 23, 2021.
On December 22, 2021, Xinyang intermediate people's court ruled to approve the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan and terminate the company's reorganization procedures. For details, see the announcement on the court's ruling and approval of the reorganization plan (Announcement No.: 2021086) disclosed by the company on cninfo.com on December 23, 2021.
On December 23, 2021, Huaying agriculture and Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership) (hereinafter referred to as "Dingxin Xinghua"), Henan Guangzhou ChenYue Industrial Co., 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 (limited partnership) (hereinafter referred to as "agricultural investment new kinetic energy") and Xinyang Guangxing equity investment management center (limited partnership) (hereinafter referred to as "Guangxing equity") signed Henan Huaying Agricultural Development Co.Ltd(002321) restructuring investment agreement respectively, For details, see the announcement of Henan Huaying Agricultural Development Co.Ltd(002321) on signing the restructuring investment agreement and the supplementary announcement of Henan Huaying Agricultural Development Co.Ltd(002321) on signing the restructuring investment agreement (Announcement No.: 2021087 and 2021089) disclosed by the company on cninfo.com on December 24, 2021 and December 28, 2021 respectively.
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, Adjust the internal structure of investors. For details, please refer to the announcement on restructuring investors, adjusting internal structure and signing supplementary agreement of restructuring investment agreement (Announcement No.: 2022014) disclosed by the company on cninfo.com on February 22, 2022.
2、 Basic information of this equity change
(I) number and proportion of shares of the company involved in this equity change
The shares converted from capital reserve by Huaying agriculture have been registered in the special account for property disposal of Henan Huaying Agricultural Development Co.Ltd(002321) bankrupt enterprises on December 31, 2021.
As of the disclosure date of this announcement, in accordance with the reorganization plan, the reorganization investment agreement and its supplementary agreements, the corresponding transfer of shares transferred by the reorganization investors has been completed on February 28, 2022. The details are as follows:
Name of shareholder before and after this equity change
Number of shares held (10000 shares) shareholding ratio number of shares held (10000 shares) shareholding ratio
Dingxin Xinghua 0 05118936 24.00%
Guangzhou Chenyue 0 03415199 16.01%
Xinyang Huaxin 0 01046358 4.91%
New kinetic energy of agricultural investment 00445991 2.09%
Guangxing equity 0 426578 2.00%
Sichuan xinghuading 0 0 213289 1.00%
Total 0 010666350 50.01%
On February 28, 2022, in order to meet the needs of governance and future development of listed companies, further stabilize the control right of listed companies and improve the efficiency of business decision-making, Dingxin Xinghua and Guangxing equity signed the agreement on concerted action, which agreed that all parties intend to take "concerted action" in the general meeting of shareholders and the board of directors of the company, Therefore, Dingxin Xinghua and Guangxing equity constitute a concerted action relationship.
Dingxin Xinghua, Guangzhou Chenyue, Xinyang Huaxin, agricultural investment new kinetic energy, Guangxing equity and Sichuan xinghuading promise not to reduce their holdings in any form (including call auction, block trading and negotiated transfer) within 36 months from the date when the transferred shares are registered in their designated securities account.
(II) changes of controlling shareholders and actual controllers before and after this equity change
1. Changes in controlling shareholders of the company
After this equity change, Dingxin Xinghua holds 511893600 shares of the company, and Guangxing, the person acting in concert, holds 42657800 shares of the company. The two together hold 5545514 shares of the company, accounting for 26%. Dingxin Xinghua is the largest shareholder of Huawei, and the actual voting rights of the listed company that it can control with the concerted action person Guangxing equity are enough to have a significant impact on the resolutions of the company's general meeting of shareholders. Dingxin Xinghua has become the controlling shareholder of the company.
2. Change of actual controller of the company
Hangzhou Xingzeng Enterprise Management Co., Ltd. (hereinafter referred to as "Hangzhou Xingzeng") holds 140845% of the property share of Dingxin Xinghua and is the general partner of Dingxin Xinghua; Guanghan Dongxing down products Co., Ltd. (hereinafter referred to as "Guanghan Dongxing") holds 2816902% of the property share of Dingxin Xinghua and is the limited partner of Dingxin Xinghua; Xinyang Industrial Investment Group Co., Ltd. holds 7042254% of the property share of Dingxin Xinghua and is the limited partner of Dingxin Xinghua; Hangzhou Xingzeng is the general partner and executive partner of the information disclosure obligor. According to the Dingxin Xinghua partnership agreement, the executive partner represents the partnership externally, and other partners no longer perform the partnership affairs. Xu Shui holds 67% equity of Hangzhou Xingzeng and 67% equity of Guanghan Dongxing. Therefore, Xu Shui is the actual controller of Dingxin Xinghua.
After this equity change, Mr. Xu Shuijun, as the actual controller of Dingxin Xinghua, the controlling shareholder, was changed to the actual controller of the company. The equity relationship after the change is as follows:
Xu Shuijun, Chen Yaohua, Zhang Yong, Xu Shuijun, Chen Yaohua, Zhang Yong
67% 15% 18% 67% 15% 18%
Hangzhou Xingzeng enterprise Xinyang Industrial Investment Guanghan Dongxing down
Management Group Co., Ltd. Public Products Co., Ltd
department
1.4085% 704225% 28.169%
Xinyang Dingxin Xinghua Industrial investment partnership (yes)
Limited partnership)
24%
Henan Huaying Agricultural Development Co.Ltd(002321)
3、 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, according to paragraph (VI) of article 9.4.17 of the listing rules, the company's shares will face the risk of delisting.
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 9.3.7, 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 relevant information disclosure obligations in a timely manner in accordance with the provisions of the listing rules. 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 March 4, 2002
