Beijing Dacheng Law Firm
About Henan Huaying Agricultural Development Co., Ltd
Of the investor group meeting
Legal opinion
Beijing Dacheng Law Firm
www.dentons. cn.
16-21 / F, block B, Zhaotai International Center, 10 Chaoyangmen South Street, Chaoyang District, Beijing (100020)
16-21F, TowerB, ZT InternationalCenter, No.10, Chaoyangmen Nandajie
Chaoyang District, 100020, Beijing, China
Tel: +86 10-58137799 Fax: +86 10-58137788
Beijing Dacheng Law Firm
About Henan Huaying Agricultural Development Co.Ltd(002321)
Legal opinion of the investor group meeting
To: Henan Huaying Agricultural Development Co.Ltd(002321)
Beijing Dacheng Law Firm (hereinafter referred to as "the firm") has accepted the entrustment of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "the company") to appoint its lawyers to participate in the meeting of the company's investor group (hereinafter referred to as "the meeting") and in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") and the enterprise bankruptcy law of the people's Republic of China (hereinafter referred to as "the company law")“ According to the requirements of bankruptcy law and other laws, regulations and other relevant normative documents, as well as the provisions of the Henan Huaying Agricultural Development Co.Ltd(002321) articles of Association (hereinafter referred to as the "articles of association"), this legal opinion is issued in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
We declare that our lawyers only express legal opinions on the convening procedures, convening procedures, qualification of participants, voting procedures and voting results of this meeting, and do not express opinions on the proposals considered at this meeting, the figures and contents involved in the proposals. Our lawyers agree to announce this legal opinion together with other information disclosure materials of this meeting.
This legal opinion is only for the purpose of witnessing the legitimacy of the matters related to this meeting of the company, and shall not be used for any other purpose.
The exchange and its handling lawyers shall, in accordance with the securities law of the people's Republic of China Measures for the administration of securities legal business of law firms and rules for the practice of securities legal business of law firms (for Trial Implementation) And the facts that have occurred or existed before the date of issuance of this legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate without false records Misleading statements or major omissions, and bear corresponding legal liabilities.
1、 Procedures for convening and convening this meeting
(i) Convening procedures of this meeting
On December 7, 2021 and December 21, 2021, the board of directors of the company made announcements on the official website of Shenzhen Stock Exchange, cninfo.com, securities times, Securities Daily, China Securities News Shanghai Securities News issued the announcement on convening the investor group meeting (hereinafter referred to as the "meeting announcement") and the suggestive announcement on convening the investor group meeting (hereinafter referred to as the "suggestive announcement"), announcing the basic information of the meeting, the matters to be considered at the meeting, the registration method of the meeting, the voting method and other matters.
As disclosed in the meeting announcement and indicative announcement, with the consent of Xinyang intermediate people's court, the company will hold the first creditors' meeting at 10 a.m. on December 22, 2021, Review and vote on the reorganization plan (Draft); according to the provisions of the bankruptcy law, if the reorganization plan (Draft) involves the adjustment of the rights and interests of investors, a group of investors shall be established to vote on the matter; in view of the fact that the reorganization plan (Draft) involves the adjustment of the rights and interests of investors, the company will hold a meeting of the group of investors at 14:30 on the same day (December 22, 2021) Vote on the investor's equity adjustment plan.
（2） Convening procedures of this meeting
The meeting was held by combining on-site voting and online voting.
The on-site meeting was held at 14:30 on December 22, 2021 in the conference room on the 11th floor, No. 1, Gongye Avenue, industrial agglomeration zone, Huangchuan County, Henan Province.
The online voting time of this meeting is: the online voting time through the voting platform of the trading system of Shenzhen stock exchange is the trading time on 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 December 22, 2021.
After verification, our lawyers believe that the announcement of the meeting has been issued 15 days before the meeting (December 7, 2021); the time, place and content of the meeting are consistent with the announcement, and the convening and convening procedures of the meeting comply with the company law, bankruptcy law and other laws, regulations and the articles of association.
2、 Qualification of participants in this meeting
(i) Qualification of participants
According to the announcement of the meeting issued by the company, as of the closing of the market on the afternoon of December 17, 2021, all shareholders registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and holding the company's shares have the right to attend the meeting. Shareholders who cannot attend in person can entrust agents to attend the meeting and vote in writing, The agent entrusted by a shareholder need not be a shareholder of the company.
（2） Attendance at the meeting
A total of 404 shareholders and shareholders' representatives attended the meeting on site and online, with a total of 174989128 representative shares, accounting for 32.7516% of the total 534291100 voting shares of the company (four decimal places are reserved in this legal opinion, and the reason for rounding off if there is any tail difference). The details are as follows:
1. On site attendance
After the lawyer of the firm checked the attendance certificate, there were 6 shareholders and shareholder representatives attending the meeting, with a total of 56015501 representative shares, accounting for 10.4841% of the total voting shares of the company.
After verification by the lawyers of the exchange, the shareholders present at the meeting and the shareholders represented by their agents are registered in the register. 2. Network attendance
According to the statistical table of online voting results of Huaying agricultural investor group meeting, a total of 398 shareholders participated in online voting through the trading system and Internet voting system of Shenzhen Stock Exchange, with 118973627 representative shares, accounting for 22.2676% of the total voting shares of the company.
Since the qualification of online voting shareholders is verified by the online voting system of the general meeting of shareholders of Shenzhen stock exchange during online voting, our lawyers are unable to confirm the qualification of online voting shareholders. On the premise that the qualifications of shareholders and shareholders' representatives participating in online voting comply with laws, regulations, normative documents and the articles of association, our lawyers believe that the qualifications of those attending the meeting comply with the relevant provisions of the company law, the bankruptcy law and the meeting announcement, and are legal and effective.
3、 Voting procedures and results of this meeting
(i) Voting procedure
It was witnessed that the shareholders of the on-site meeting of the meeting voted by open ballot on the contents of the proposal, and the company provided online voting through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. The shareholders and their proxies present at the meeting raised no objection to the voting results. The meeting did not vote on matters not listed in the meeting.
（2） Voting results
According to the combined statistical results of on-site voting and online voting provided by the company, the voting results of the meeting on the proposal adjustment plan for investors' rights and interests of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft) listed in the meeting announcement are as follows:
162354928 affirmative votes, accounting for 92.7800% of the total voting shares held by shareholders attending the meeting; 12634200 negative votes, accounting for 7.220% of the total voting shares held by shareholders attending the meeting; Abstention: 0 shares.
The above proposal was deliberated and adopted by more than two-thirds of the total voting shares held by shareholders (and their agents) attending the meeting.
Our lawyers believe that the voting matters of this meeting are consistent with those listed in the notice of convening this meeting, the voting procedures comply with the provisions of laws, administrative regulations, normative documents and the articles of association, and the voting results are legal and valid.
4、 Concluding observations
In conclusion, our lawyers believe 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.
This legal opinion is made in duplicate, which shall come into force after being signed by the authorized person and handling lawyer of the exchange and sealed by the exchange.
(there is no text below, followed by the signature page)
(there is no text on this page, which is the signature page of Beijing Dacheng Law Firm's legal opinion on Henan Huaying Agricultural Development Co.Ltd(002321) investor group meeting) Beijing Dacheng Law Firm
(seal)
Principal: Peng Xuefeng handling lawyer:
Guo Yaoli
Signature of authorized person: Handling lawyer:
Wang Jun, he Jingjing
specific date
