Xiangcai Securities Co., Ltd. on Henan Huaying Agricultural Development Co.Ltd(002321)
Detailed equity change report
of
Verification opinions of financial advisor
Financial advisor
March, 2002
statement
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies and relevant laws According to the regulations, Xiangcai Securities Co., Ltd. (hereinafter referred to as "the financial consultant") checked the Henan Huaying Agricultural Development Co.Ltd(002321) detailed equity change report disclosed by the information disclosure obligor and issued the financial consultant's verification opinions.
In accordance with the industry recognized business standards, ethics and the spirit of honesty, credibility and diligence, the financial consultant issued the financial consultant's opinions on the basis of carefully reviewing relevant materials and fully understanding the change of equity in the principle of independence, objectivity and impartiality, with the purpose of making an independent, objective and fair evaluation on the change of equity, For the reference of investors and relevant parties. The financial advisor hereby makes the following statement:
(I) the documents and materials on which the financial advisory opinion is based shall be provided by the information disclosure obligor. The relevant data provider has made a commitment to the Financial Advisor: to guarantee the authenticity, accuracy and integrity of the information provided, to ensure that there are no false records, misleading statements or major omissions, and to declare that it will bear individual and joint legal liabilities;
(II) the financial consultant has fulfilled the obligation of due diligence in accordance with the provisions, is sure that the content and format of the disclosure documents comply with the provisions, and has sufficient reasons to be sure that there is no material difference between the professional opinions expressed and the contents of the declaration documents of the information disclosure obligor;
(III) in accordance with the business standards and ethics recognized by the securities industry, the financial consultant issues the verification opinions of the financial consultant after careful investigation in the attitude of honesty, credit and diligence;
(IV) the financial advisor specially reminds investors that the financial advisor's report does not constitute any investment suggestions for the parties to the equity change and their affiliated companies, and the financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the financial advisor's report;
(V) the financial advisor specially reminds investors to carefully read the detailed equity change report issued by the information disclosure obligor and the full text of relevant announcements and documents for future reference;
(VI) the financial advisor has no relationship with all parties involved in this equity change, and has not entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation to this report;
(VII) during his tenure as financial adviser, the financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud;
(VIII) the matters mentioned in this verification opinion do not represent the substantive judgment, confirmation or approval of the competent authority on the matters related to this transaction;
(IX) the financial advice on the transaction issued by the financial advisor has been submitted to the internal verification organization of the financial advisor company for review, and it is agreed to issue this professional advice;
(x) the financial advisor has entered into a continuous supervision agreement with the acquirer.
catalogue
Declare that 1 interpretation 4 financial advisor's verification opinions five
1、 Verification of the contents of the detailed equity change report of the information disclosure obligor five
2、 Verification of the basic information of the information disclosure obligor five
3、 Verification of the purpose and approval procedure of this equity change fourteen
4、 Verification of the change of rights and interests of the information disclosure obligor sixteen
5、 Verification of the source of funds of the information disclosure obligor twenty-four
6、 Verification of the follow-up plan of the information disclosure obligor twenty-four
7、 Verification of the impact of this equity change on the listed company twenty-six
8、 Verification of major transactions between information disclosure obligors and listed companies thirty
9、 Verification of the purchase and sale of shares of listed companies by the information disclosure obligor in the first six months X. whether the original controlling shareholders, actual controllers and related parties of the listed company have outstanding liabilities to the listed company, have not released the guarantee provided by the listed company for its liabilities, or other circumstances that damage the interests of the company
Shape thirty-one
11、 Verification of the employment of a third party in this transaction 32 XII. Whether there are circumstances stipulated in Article 6 of the acquisition measures for the information disclosure obligor and whether it can
Verification of documents provided in accordance with Article 50 of the acquisition measures 32 XIII. Guidance of financial consultants on the standardized operation of the securities market for information disclosure obligors
...... 33 XIV. Whether this equity change involves the information disclosure obligor paying the purchase price with securities thirty-three
15、 Check whether the information disclosure obligor has other major matters thirty-four
16、 Financial advisor's concluding comments thirty-four
interpretation
In this financial advisory opinion, unless the context otherwise requires, the following words have the following meanings:
Information disclosure obligor and Dingxin Xinghua refer to Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership)
Report and detailed equity change report refer to Henan Huaying Agricultural Development Co.Ltd(002321) detailed equity change report
Listed company, Henan Huaying Agricultural Development Co.Ltd(002321) refers to Henan Huaying Agricultural Development Co.Ltd(002321)
Actual controller refers to Xu Shuijun
The person acting in concert refers to Xinyang Guangxing equity investment management center (limited partnership)
The change of equity of Zhongying agricultural Co., Ltd. due to the conditional transfer of 4.265 million shares of Zhongying agricultural Co., Ltd. means that the transferee of Zhongxing agricultural Co., Ltd. has the right to transfer the shares of Zhongying agricultural Co., Ltd. to Zhongying agricultural Co., Ltd. for the second time.
Guanghan Dongxing refers to Guanghan Dongxing down products Co., Ltd
Guangxing investment refers to Xinyang Guangxing equity investment management center (limited partnership)
Hangzhou Xingzeng refers to Hangzhou Xingzeng Enterprise Management Co., Ltd
Xinyang Industrial investment refers to Xinyang Industrial Investment Group Co., Ltd
Reorganization plan refers to Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan
Restructuring investment agreement refers to Henan Huaying Agricultural Development Co.Ltd(002321) restructuring investment agreement
The supplementary agreement to the restructuring investment agreement refers to the supplementary agreement on restructuring investors, adjusting internal structure and signing the restructuring investment agreement
Agreement on concerted action refers to the agreement on concerted action signed by Dingxin Xinghua and Guangxing investment
Partnership share transfer agreement refers to the agreement between xinghuading and Hangzhou Xingzeng on the share transfer of Dingxin Xinghua partnership
CSRC refers to the China Securities Regulatory Commission
Xiangcai securities and financial consultant refer to Xiangcai Securities Co., Ltd
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
CSRC refers to the China Securities Regulatory Commission
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public - Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: any discrepancy between the total number and the mantissa of the sum of the sub item values in this verification opinion is caused by rounding.
Verification opinions of financial advisor
The financial consultant gave professional opinions on the following matters of this equity change: I. verification of the detailed equity change report of the information disclosure obligor
According to the careful verification of the documents and materials on which the information disclosure obligor prepared the Henan Huaying Agricultural Development Co.Ltd(002321) detailed equity change report and the verification of the matters disclosed in the detailed equity change report, the financial consultant found no false records, misleading statements and major omissions. The information disclosure obligor has issued a letter of commitment to the financial advisor that the documents provided are true, accurate and complete, and promised that the relevant information provided by the financial advisor's verification opinions is true, accurate and complete without false records, misleading statements or major omissions, and will bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
Based on the above analysis and arrangement, the financial advisor believes that the information disclosed by the information disclosure obligor in the equity change report is true, accurate and complete, and meets the requirements of laws and regulations such as the securities law, the measures for the administration of acquisitions, and the standard for the content and format of information disclosure No. 16 for the true, accurate and complete disclosure of acquisition information of listed companies. 2、 Verification of the basic information of the information disclosure obligor
(I) verification of the subject qualification of the information disclosure obligor
1. Basic information of information disclosure obligor
After verification, as of the signing date of this verification opinion, the basic information of the information disclosure obligor is as follows:
(1) Information disclosure obligor
Enterprise name: Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership)
Registered address: room 1502, office building, Enterprise Service Plaza, high tech Zone, Xinyang City, Henan Province
Executive partner Hangzhou Xingzeng Enterprise Management Co., Ltd
Subscribed capital contribution: RMB 71 million
Unified social credit code 91411500ma9klyqd0x
Date of establishment: December 23, 2021
Business term: from December 23, 2021 to no fixed term
Nature of Enterprise Limited Partnership
General projects: investment activities with self owned funds; Asset management services invested by self owned funds within the scope of business (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Mailing address: room 1502, office building, Enterprise Service Plaza, high tech Zone, Xinyang City, Henan Province
(2) Concerted action of information disclosure obligors
Enterprise name: Xinyang Guangxing equity investment management center (limited partnership)
Registered address: room 1502, office building, Enterprise Service Plaza, high tech Zone, Xinyang City, Henan Province
Executive partner Zhang Yong
Subscribed capital contribution: RMB 10 million
Unified social credit code 91411500ma9klyqjxw
Date of establishment: December 23, 2021
Business term: from December 23, 2021 to no fixed term
Nature of Enterprise Limited Partnership
General projects: investment activities with self owned funds; Asset management services of self owned funds invested in business scope (except those subject to approval according to law)
