Securities code: 002321 securities abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Announcement No.: 2021-085
Henan Huaying Agricultural Development Co.Ltd(002321)
Announcement of resolutions of investor group meeting
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. There is no change or rejection of the proposal at the investor group meeting.
2. This investor group meeting does not involve changing the resolutions adopted at the previous general meeting of shareholders.
3. Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "the company" or "Hua")
On December 22, 2021, on-site voting and online voting were adopted at the investor group meeting of British agriculture
The meeting will be held in the form of a combination of tickets. The investor group meeting voted and adopted the Henan Huaying agriculture
Adjustment plan for the rights and interests of investors in the reorganization plan (Draft) of Development Co., Ltd. (below)
Hereinafter referred to as "investor's equity adjustment plan").
Henan Xinyang intermediate people's Court (hereinafter referred to as "Xinyang intermediate court" or "court")
On November 20, 2021, the court ruled to accept the case of bankruptcy and reorganization of Huaying agriculture and designated Beijing Municipality
Jindu (Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership)
Henan Branch, as the manager, is responsible for the relevant work during the reorganization period. For details, please refer to the
The court ruled to accept the announcement of company reorganization (Announcement No.: 2021-071).
According to the enterprise bankruptcy law of the people's Republic of China (hereinafter referred to as the "bankruptcy law")
Where the draft reorganization plan involves the adjustment of the rights and interests of investors, a capital contribution shall be established
The group voted on the matter. Whereas the draft reorganization plan involves the adjustment of the rights and interests of the investors
The company has adopted the combination of on-site voting and online voting on December 22, 2021
Hold a meeting to vote on the investor's equity adjustment plan. The meeting has completed the established agenda, and now the relevant information of the meeting is announced as follows:
1、 Meetings held
On December 7, 2021 and December 21, 2021, the company published in the designated information disclosure media securities times, Securities Daily, China Securities Journal Shanghai Securities News and http://www.cn.info.com.cn.cn published the announcement on convening the investor group meeting (Announcement No.: 2021-079) and the suggestive announcement on convening the investor group meeting respectively (Announcement No.: 2021-083). The on-site meeting of the company's investor group was held at 14:30 on December 22, 2021 in the conference room on the 11th floor of the company's headquarters. This investor group meeting was held by combining on-site voting and online voting. Among them, the time of online voting through the voting platform of the trading system of Shenzhen stock exchange is the date of the investor group meeting (December 22, 2021), i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00. The voting time for online voting through the Internet voting platform is 9:15-15:00 on the day of the investor group meeting (December 22, 2021); the on-site meeting was held at 14:30 on December 22, 2021 in the conference room on floor 11, No. 1, Gongye Avenue, industrial agglomeration zone, Huangchuan County, Henan Province.
The convening and convening of this investor group meeting comply with the company law of the people's Republic of China, bankruptcy law and other laws and regulations, normative documents and the articles of association.
2、 Attendance at the meeting
1. A total of 404 shareholders or their agents attended the investor group meeting, and the total number of voting shares held by shareholders attending the meeting was 174989128 shares. The number of voting shares held by shareholders attending the meeting accounted for 32.7516% of the total voting shares of the company. Among them, there are 6 shareholders or their agents attending the on-site meeting, and the total number of voting shares held is 56015501, accounting for 10.4841% of the total number of voting shares of the company; 398 shareholders participated in the meeting through online voting, and the total number of voting shares held was 118973627, accounting for 22.2676% of the total voting shares of the company.
2. The management representative, some directors, supervisors, senior managers and witness lawyers hired by the company attended the meeting as nonvoting delegates.
2、 Deliberation and voting of proposals
The General Assembly considered the proposal according to the agenda of the meeting and voted on the proposal by means of on-site voting and online voting. The voting results are as follows:
1. The investor's equity adjustment plan of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft) was reviewed and adopted.
Voting results: 162354928 shares were approved, accounting for 92.7800% of the shares held by all shareholders attending the meeting; Against 12634200 shares, accounting for 7.2200% of the shares held by all shareholders attending the meeting; Abstain from 0 shares, accounting for 0% of the shares held by all shareholders attending the meeting.
The proposal has been adopted by more than two-thirds of the voting rights held by the investors participating in the voting. 3、 Legal opinions issued by lawyers
1. Name of law firm: Beijing Dacheng Law Firm
2. Name of Lawyer: Lawyer Guo Yaoli, lawyer he Jingjing
3. Concluding comments: Lawyer Dacheng believes that the convening and convening procedures of this meeting comply with the provisions of the company law, the bankruptcy law and other laws and regulations and the articles of Association; The qualifications of the participants are legal and valid; The voting procedures and results of the meeting are legal and valid.
4、 Risk tips
1. According to the relevant provisions of the bankruptcy law, if the adopted reorganization plan is not approved by the court, the court will rule to terminate the reorganization proceedings and declare the debtor bankrupt. If the company is declared bankrupt, the company's shares will face the risk of delisting according to paragraph (6) of article 14.4.17 of the Listing Rules of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the "Listing Rules").
2. According to the relevant provisions of the bankruptcy law, during the execution of the reorganization plan, if the company does not or cannot execute the reorganization plan, the company will be declared bankrupt. If the company is declared bankrupt, according to article 14.4.1 of the listing rules According to paragraph (6) of Article 17, the company's shares will face the risk of delisting.
3. The company's 2020 financial report has been audited by Asia Pacific (Group) Certified Public Accountants (special general partnership) with no opinion. If one of the following circumstances occurs in 2021, the listing of the company's shares will be terminated according to article 14.3.11 of the Listing Rules: (I) the audited net profit is negative and the operating income is less than 100 million yuan, Or after retroactive restatement, the net profit of the latest fiscal year is negative and the operating income is less than 100 million yuan; （2） The audited net assets at the end of the period are negative, or the net assets at the end of the most recent fiscal year are negative after retroactive restatement; (III) the audit report with qualified opinions, unable to express opinions or negative opinions is issued in the financial and accounting report; (IV) more than half of the directors are not disclosed within the statutory time limit to ensure the authenticity, accuracy and integrity of the annual report; （5） 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) because it does not meet the conditions specified in article 14.3.7, its application for cancellation of delisting risk warning has not been reviewed and approved by Shenzhen Stock Exchange.
4. The company's implementation of reorganization and the completion of the reorganization plan will be conducive to improving the company's asset liability structure and operating conditions. However, 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.
5、 Documents for future reference
1. Henan Huaying Agricultural Development Co.Ltd(002321) resolutions of the investor group meeting;
2. Legal opinion on Henan Huaying Agricultural Development Co.Ltd(002321) investor group meeting issued by Beijing Dacheng Law firm.
It is hereby announced.
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors December 23, 2001
