Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan
Henan Huaying Agricultural Development Co.Ltd(002321) administrator
Henan Huaying Agricultural Development Co.Ltd(002321)
December, 2001
catalogue
interpretation…… 1 preface 4 Summary 6 text 8 I. Basic information of Huaying agriculture 8 II. Equity adjustment plan of the investor 12 III. creditor’s rights classification scheme 14. Debt adjustment and repayment plan 15 v. business plan 18 VI. implementation period and completion standard of reorganization plan 24 VII. Supervision of the implementation of the reorganization plan 26 VIII. Other explanatory matters twenty-seven
interpretation
Huaying agriculture / listed company / company refers to Henan Huaying Agricultural Development Co.Ltd(002321)
Xinyang intermediate people’s court or court refers to the intermediate people’s Court of Xinyang City, Henan Province
Enterprise Bankruptcy Law refers to the enterprise bankruptcy law of the people’s Republic of China, which came into force on June 1, 2007
Manager refers to Huaying agricultural manager designated by Xinyang intermediate people’s court
Reorganization plan refers to the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan, including the reorganization plan (Draft)
Creditors refer to one, part or all of the creditors of Huaying agriculture who meet the provisions of Article 44 of the enterprise bankruptcy law
Industrial investor refers to the civil subject who has signed the restructuring investment agreement with Huaying agriculture to participate in industrial investment, and has been selected as Shanghai xinxingding Asset Management Co., Ltd. or its designated subject
Financial investor refers to the civil subject who signed the reorganization investment agreement with Huaying agriculture to participate in financial investment
Restructuring investors refer to industrial investors and financial investors
The controlling shareholder refers to Henan Huangchuan Huaying Poultry Industry Corporation
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Csdct Shenzhen branch refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
The investor refers to the shareholder of Huaying agriculture registered in csdct Shenzhen Branch as of the equity registration date
Property secured creditor’s right refers to the creditor’s right that enjoys a security right on the specific property of Huaying agriculture in accordance with paragraph 1 (I) of Article 82 of the enterprise bankruptcy law
Secured property refers to the specific property of Huaying agriculture that has set mortgage / pledge guarantee and other security rights for specific creditor’s rights
Employee’s creditor’s rights refer to Article 82, paragraph 1 (2) of the enterprise bankruptcy law
Items and other relevant provisions, including wages, medical, disability subsidies and pension expenses owed by Huaying agriculture to employees, basic endowment insurance and basic medical insurance expenses owed that should be transferred to employees’ personal accounts, and compensation payable to employees according to laws and administrative regulations; And other creditor’s rights directly related to the rights and interests of employees
Tax claims refer to the taxes owed by Huaying agriculture in accordance with paragraph 1 (3) of Article 82 of the enterprise bankruptcy law
Ordinary creditor’s rights refer to the ordinary creditor’s rights enjoyed by the creditor against Huaying agriculture in accordance with paragraph 1 (4) of Article 82 of the enterprise bankruptcy law
Affiliated creditor’s rights refer to the creditor’s rights enjoyed by other enterprises controlled by Huaying agriculture according to law. The creditor’s rights determined by examination refer to the creditor’s rights declared by the creditor and determined by the manager according to law within the creditor’s rights declaration period
Undeclared creditor’s rights refer to the creditor’s rights known to Huaying agriculture but not declared to the manager. Deferred determination of creditor’s rights refers to the creditor’s rights that have been declared to the manager but have not been reviewed and determined by the manager due to pending litigation, need to supplement evidence materials, objections raised by creditors or debtors, etc
The appraisal institution refers to Tongzhi Xinde (Beijing) Asset Appraisal Co., Ltd., which provides asset appraisal and solvency analysis services for Huaying agricultural restructuring case
The asset appraisal report refers to the asset appraisal report issued by the appraisal institution (Tongzhi Xinde pingbao Zi (2021) No. 020147)
Solvency analysis report refers to the solvency analysis report no. 020018 issued by the evaluation institution
Conversion of shares refers to the adoption of the stock reorganization plan to convert capital reserve into shares according to the investor’s equity adjustment plan stipulated in the reorganization plan and taking the total share capital of Huaying agriculture as the base. It refers to the adoption of the reorganization plan when all voting groups of the creditor meeting and the investor group meeting adopt the reorganization plan (Draft) according to paragraph 1 of Article 86 of the enterprise bankruptcy law
Approval of the reorganization plan means that the reorganization plan has been ruled by Xinyang intermediate people’s court in accordance with paragraph 2 of Article 86 or paragraph 3 of Article 87 of the enterprise bankruptcy law
approval
RMB refers to RMB unless otherwise specified in the reorganization plan
preface
Huaying agriculture is a listed company listed and publicly traded on Shenzhen stock exchange with stock code of 002321. As the first listed company in China’s duck industry, Huaying agriculture has established a collection of breeding and incubation of ancestral duck, parental duck / chicken, commercial duck / chicken, processing and sales of poultry products and their products after years of development The integrated business model of feed production and sales is the key leading enterprise of agricultural industrialization in China and one of the largest industrialized duck product processing enterprises in China. Since 2020, affected by covid-19 epidemic, market environment, shortage of working capital and other factors, Huaying agriculture has faced a severe debt crisis and operation crisis. Due to Huaying agriculture’s inability to pay off its due debts and obvious lack of solvency, but it is possible to regenerate through reorganization, Xinyang intermediate people’s court ruled to accept Huaying agricultural reorganization on November 20, 2021 according to the application of creditors, Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin certified public accountants were appointed (special general partnership) Henan branch is the manager and is responsible for the relevant work during the reorganization. Huaying agricultural reorganization has been highly valued and strongly supported by the three-level governments of Henan Province, Xinyang City and Huangchuan County and Xinyang intermediate people’s court. During the reorganization, the manager performs his duties under the supervision and guidance of Xinyang intermediate people’s court. On the one hand, Huaying agricultural is required to ensure the production and operation during the reorganization Staff stability; On the other hand, go all out to do all the specific work related to reorganization, including acceptance and review of creditor’s rights declaration, property investigation, entrusted asset evaluation, employee creditor’s rights investigation, communication between creditors and investors, recruitment and negotiation of reorganization investors, demonstration and formulation of reorganization plan, etc.
Up to now, the manager has a relatively comprehensive understanding of the overall situation of Huaying agriculture. On the basis of fully listening to the opinions and suggestions of creditors, investors, employees, restructuring investors and other parties, and on the premise of fully respecting the asset evaluation and solvency analysis conclusions issued by the evaluation institution, the manager has fully carried out legal risk assessment and demonstration On the basis of feasibility prediction and analysis, the manager guides Huaying agriculture to formulate this reorganization plan for consideration and voting by the creditors’ meeting in accordance with articles 79, 80 and 81 of the enterprise bankruptcy law, within the scope permitted by laws, regulations and judicial interpretation, and in combination with the actual situation of Huaying agriculture, The investor group meeting shall vote on the investor’s rights and interests adjustment involved in the reorganization plan.
Abstract
According to this reorganization plan, if Huaying agricultural reorganization can be successfully implemented:
1、 The nature of Huaying agricultural enterprise as a legal person remains unchanged, and will effectively resolve the existing delisting risks and other risks and improve the quality of listed companies.
2、 Based on the existing total share capital of Huaying agriculture, the capital reserve is converted into shares according to the proportion of about 29.92 shares per 10 shares, A total of 1598598971 shares can be increased (the final actual number of converted shares shall be subject to the number actually registered and confirmed by csdct Shenzhen Branch). After the conversion, the total share capital of Huaying agriculture will increase to 2132890071 shares. Of the above converted shares, 531963958 shares will be used to pay off Huaying agriculture debts in the form of debt repayment, 1066635013 shares will be conditionally transferred by the reorganization investor, and the reorganization investor will be transferred to the above shares The cash consideration paid for the shares will be specially used to pay debts, pay restructuring expenses and supplement the company’s working capital.
3、 The creditor’s rights and tax claims of Huaying agricultural workers will be fully paid off in cash.
4、 Huaying agriculture has property secured creditor’s rights. Within the scope of specific property evaluation value, it delays the repayment in the form of debt retention or the cash from the disposal of the property, and the unpaid part is compensated according to the general creditor’s rights compensation scheme.
V The part of Huaying agricultural ordinary creditor’s rights less than 500000 yuan (including 500000 yuan) shall be paid off in cash; for the part of more than 500000 yuan, the corresponding number of converted shares shall be obtained at the debt repayment price of 7.55 yuan / share, that is, Huaying agricultural shares of about 13.2450 shares for every 100 yuan of ordinary creditor’s rights (if there are decimal places in the number of shares, remove the number to the right of the decimal point of the number of shares to be distributed and add “1” to the single digit), this part of the creditor’s rights shall be deemed to be 100% paid off.
Text
1、 Basic information of Huaying agriculture
(i) Basic information and listing of the company
Huaying agriculture (Securities abbreviation: * ST Huaying, stock code 002321) was listed on Shenzhen Stock Exchange in December 2009. It is the first listed company in duck industry in China and one of the only two listed companies in Xinyang City. At present, the total share capital of the company is 534291100 shares, the legal representative is Cao Jiafu, and the registered place is No. 1, Gongye Avenue, industrial agglomeration zone, Huangchuan County, Henan Province.
The business scope of Huaying agriculture is: poultry breeding Slaughtering, processing and product sales (except those requiring pre-approval by national laws and regulations); freight transportation; import and export trade of goods and technologies, except for goods and technologies restricted or prohibited by the state; feed production and sales; production and operation of Cherry Valley ducks and breeding eggs on behalf of parents; packaging and decoration and printing of other printed materials (certificate); grain purchase. Purchase, processing and sales of feathers and down; processing, production and sales of down products, bedding, clothing, bedding and toys.
（2） Equity structure
As of November 20, 2021, the total share capital of Huaying agriculture is 534291100 shares, all of which are RMB ordinary shares, including 3229061 shares with limited sales conditions and 531062039 shares with unlimited sales conditions.
（3） Risk situation
The company’s financial and accounting report for 2020 was issued with an audit report that could not express an opinion, and the company’s shares have since 202
