Stock Code: Henan Huaying Agricultural Development Co.Ltd(002321) stock abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Henan Huaying Agricultural Development Co.Ltd(002321)
Short form equity change report
Name of listed company: Henan Huaying Agricultural Development Co.Ltd(002321) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Stock Code: Henan Huaying Agricultural Development Co.Ltd(002321) name of information disclosure obligor: Henan Guangzhou ChenYue Industrial Co., Ltd. address of information disclosure obligor: Building 1, public service platform, Chunshen Street Road industrial cluster, Huangchuan County, Xinyang City, Henan Province
Nature of share change: increase
Date of signature: March 3, 2002
Statement of information disclosure obligor
1、 The information disclosure obligor shall, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “administrative measures”), the standards for the contents and forms of information disclosure by public securities companies No. 15 – Report on changes in equity (hereinafter referred to as the “standards 15”) and other relevant laws Prepare this report according to laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report; Its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law, the administrative measures and the No. 15 standard, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “Huaying agriculture”).
4、 As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Huaying agriculture in any other way.
5、 This change in shareholders’ equity is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, completeness and accuracy.
catalogue
Chapter I interpretation Chapter II introduction to information disclosure obligors 5 chapter III purpose of equity change and shareholding plan 7 Chapter IV equity change method 9 Chapter V Trading of listed shares in the first six months 11 chapter VI other important matters Chapter VII declaration of information disclosure obligor Chapter VIII documents for future reference 14 attached table: short form equity change report sixteen
Chapter I interpretation
Unless otherwise specified, the following abbreviations are interpreted in this report as follows: information disclosure obligor, only refers to Henan Guangzhou ChenYue Industrial Co., Ltd., and zhouchenyue Huaying agriculture or listed company refers to Henan Huaying Agricultural Development Co.Ltd(002321)
Reorganization plan refers to Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan
This equity change refers to the transfer of 341519900 shares of capital reserve transferred by Guangzhou Chenyue in the bankruptcy and reorganization of Huaying agriculture
This report refers to Henan Huaying Agricultural Development Co.Ltd(002321) simplified equity change report
Securities Law refers to the securities law of the people’s Republic of China
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Xinyang intermediate people’s court refers to the intermediate people’s Court of Xinyang City, Henan Province
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total number and the mantissa of the sum of the sub item values in this report is caused by rounding.
Chapter II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Henan Guangzhou ChenYue Industrial Co., Ltd
Unified credit Code: 91411526ma4765pw87
Registered address: Building 1, public service platform, industrial cluster area, Chunshen street, Huangchuan County, Xinyang City, Henan Province
Legal representative: Qu WanBing
Business scope: house leasing and management services; Property management services: hotel management; Design and construction of indoor and outdoor decoration works; All kinds of advertising design, agency production and release in China; Conference, exhibition and related services; Warehousing services; Cultural event planning services; Enterprise management consulting services; Corporate image planning: investment management of tourism and cultural projects; Industrial investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Huangchuan Development Investment Co., Ltd. holds 100% equity of Henan Guangzhou ChenYue Industrial Co., Ltd.
2、 Information about the information disclosure obligors, directors and main principals
Long term overseas resident name former name gender position nationality
Right of abode
Qu WanBing, chairman of China none
Wang Jiaping has no director in China
Wu Haowu director and general manager china none
MEILIPING has no directors in China
Zhou Liang has no director in China
Ma Zhongyi has no supervisor in China
3、 Information disclosure obligors hold or control more than 5% of the issued shares of other domestic or overseas listed companies
As of the date of signing this report, the information disclosure obligor does not have the situation that the shares with interests in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company.
Chapter III purpose of equity change and shareholding plan
1、 Purpose of equity change
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 (hereinafter referred to as “restructuring investment agreement”).
In order to optimize the internal equity structure of the restructured investors, Huaying agriculture signed a supplementary agreement to the restructured investment agreement with Dingxin Xinghua, Guangxing equity and Sichuan xinghuading Enterprise Management Co., Ltd. (hereinafter referred to as “Sichuan xinghuading”) on February 18, 2022, in order to adjust the internal structure of the restructured investors. According to the provisions of the restructuring investment agreement and its supplementary agreement, Dingxin Xinghua is determined to be the industrial investor, cooperate with Guangzhou Chenyue, Xinyang Huaxin, agricultural investment new kinetic energy, Guangxing equity and Sichuan xinghuading as the financial investors to participate in the restructuring of Huaying agriculture, and transfer part of the converted shares during the implementation of the restructuring plan of Huaying agriculture. The purpose of this capital increase is to completely resolve Huaying agricultural debt crisis, provide necessary resource support for listed companies, and enhance and improve the sustainable operation and profitability of listed companies.
2、 Shareholding plan of information disclosure obligor in the next 12 months
As of the signing date of this report, except for the changes in equity disclosed in this equity change report, the information disclosure obligor has no plan to increase or decrease the shares of the listed company in the next 12 months. In case of relevant equity changes, the information disclosure obligor will perform the information disclosure obligations in strict accordance with relevant regulations.
3、 Commitment of information disclosure obligor
On February 16, 2022, the information disclosure obligor issued the letter of commitment not to seek the control of listed companies, promising the following matters:
“1. The company fully supports Dingxin Xinghua as the controlling shareholder after the completion of Huaying agricultural restructuring, and Xu Shuijun and his acting in concert (hereinafter referred to as” Xu Shuijun “) as the actual controller after the completion of Huaying agricultural restructuring.
2. The company fully recognizes and respects Xu Shuijun’s position as the actual controller of the listed company. The company has no intention to seek control of the listed company. Within 36 months after the implementation of the reorganization plan, the company and the entities directly or indirectly controlled by the company will not increase the shares of the listed company in any direct or indirect way (except for the increase due to passive factors such as the conversion of the listed company’s capital reserve to share capital); Nor will it increase the voting rights of listed companies through entrustment or acceptance of entrustment, solicitation of voting rights, signing of agreement on concerted action, etc; It will not take concerted action agreements with other shareholders or other arrangements to assist other shareholders in controlling the shares of the listed company; The company will not seek control at the board level of listed companies alone or by acting in concert with others.
3. Within 36 months after the completion of the reorganization plan, if the company transfers the above-mentioned shares of Huaying agriculture to any third party (except for judicial disposal, pledge repurchase business closing and other reasons), the company shall ensure that the transferee also makes the same commitment under this letter of commitment.
4. Within 36 months after the completion of the implementation of the reorganization plan, the company waives the right to nominate members of the board of directors to the listed company. “
Chapter IV changes in equity
1、 Basic information on changes in the rights and interests of Huaying Agriculture held by the information disclosure obligor
On November 20, 2021, Xinyang intermediate people’s court ruled to accept the reorganization application of Huaying agriculture by the creditor Huangchuan Ruihua Supply Chain Management Co., Ltd. On December 22, 2021, the first creditors’ meeting of Huaying agricultural restructuring bill voted and approved the Henan Huaying Agricultural Development Co.Ltd(002321) restructuring plan (Draft), and the investors’ group meeting voted and approved the adjustment plan for investors’ rights and interests of Henan Huaying Agricultural Development Co.Ltd(002321) restructuring plan (Draft). On December 22, 2021, Xinyang intermediate people’s court made a civil ruling [(2021) Yu 15 Po No. 6-1], ruling to approve the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan and terminate the Huaying agricultural reorganization procedure.
According to the reorganization plan, the capital reserve is converted into shares based on the existing total share capital of Huaying agriculture, and the capital reserve is converted into shares according to the proportion of about 29.92 shares per 10 shares, with a total of 1598598971 shares. After the conversion, the total share capital of Huaying agriculture increased from 534291100 shares to 2132890071 shares. The above converted shares will not be distributed to the original shareholders, of which 531963958 shares will be used to pay off the debts of Huaying agriculture in the form of debt repayment, and the remaining 1066635013 shares will be conditionally transferred by the reorganization investor.
On December 23, 2021, Huaying agriculture and Guangzhou Chenyue signed the Henan Huaying Agricultural Development Co.Ltd(002321) restructuring investment agreement. Guangzhou Chenyue participated in Huaying agricultural restructuring as a financial investor and conditionally received 341519900 shares converted from capital reserve during the implementation of Huaying agricultural restructuring plan.
On December 31, 2021, Huaying agriculture completed the registration of converted shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the converted shares were registered in the securities account of the manager ( Henan Huaying Agricultural Development Co.Ltd(002321) special account for property disposal of bankrupt enterprises).
On February 28, 2022, the above converted shares have been transferred from the manager’s securities account to the reorganization investor’s account, and the equity of the information disclosure obligor has changed. Specifically, the shares transferred by the information disclosure obligor Guangzhou Chenyue are 341519859 shares, accounting for 16.01% of the total share capital of the listed company after the capital reserve is converted into share capital.
2、 Number and proportion of shares owned by the information disclosure obligor after the completion of this equity change
Name of shareholder before and after this equity change
Shareholding number (share) proportion% shareholding number (share) proportion%
Guangzhou Chenyue 0 034151985916.01%
3、 Restrictions on the rights of shares in which the information disclosure obligor has an interest in the issuer. The information disclosure obligor promises: “the transferred shares will not be reduced in any form (including call auction, block trading, agreement transfer and other means) within 36 months from the date of registration of the transferred shares to its designated securities account.”
As of the signing date of this report, in addition to the above restrictions, there are no rights restrictions on the shares of the listed company obtained by the information disclosure obligor in this equity change, including but not limited to pledge, freezing, etc.
Chapter V Trading of listed shares in the first six months
In addition to the information disclosed in this report, the information disclosure obligor
