Securities code: 002321 securities abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Announcement No.: 2021-089 Henan Huaying Agricultural Development Co.Ltd(002321)
Supplementary announcement on signing the restructuring investment agreement
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.
The intermediate people’s Court of Xinyang City, Henan Province (hereinafter referred to as “Xinyang intermediate people’s court” or “the court”) ruled on November 20, 2021 to accept the case of bankruptcy reorganization of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “Huaying agriculture” or “the company”), and appointed Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin certified public accountants (special general partnership) Henan branch is the manager and is responsible for the relevant work during the reorganization. For details, see the announcement on the court’s ruling to accept the company’s reorganization (Announcement No.: 2021-071).
In order to smoothly promote Huaying agricultural restructuring and improve restructuring efficiency, ensure the success of Huaying agricultural restructuring and maximize the operating value of the company, the manager publicly recruits and selects restructuring investors in accordance with the enterprise bankruptcy law of the people’s Republic of China and relevant laws and regulations, For details, please refer to the announcement on public recruitment and selection of restructuring investors (Announcement No.: 2021-073). After comprehensive comparison of the materials submitted by the applicant and full communication with the applicant, Shanghai xinxingding Asset Management Co., Ltd. or its designated entity is finally selected as the Huaying agricultural restructuring investor together with the financial investor.
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 “New kinetic energy of agricultural investment”) Xinyang Guangxing equity investment management center (limited partnership) (hereinafter referred to as “Guangxing equity”) signed the Henan Huaying Agricultural Development Co.Ltd(002321) restructuring investment agreement (hereinafter referred to as “restructuring investment agreement”), for details, see the announcement on signing the restructuring investment agreement (Announcement No.: 2021-087). Now, the relevant matters of restructuring investors are supplemented as follows:
1、 Equity transfer of restructuring investors
The newly established Dingxin Xinghua designated by Xinding as the industrial investor, joined Guangzhou Chenyue, Xinyang Huaxin, agricultural investment new kinetic energy and Guangxing equity as the financial investors to participate in Huaying agricultural restructuring, and transferred part of the converted shares during the implementation of Huaying agricultural restructuring plan. According to the restructuring investment agreement, the number and proportion of shares held by each restructuring investor after the completion of the restructuring are shown in the table below:
No. name of investor number of shares (10000 shares) shareholding ratio
1 Xinyang Dingxin Xinghua Industrial investment partnership 51189.3624 00% (limited partnership)
2 Henan Guangzhou ChenYue Industrial Co., Ltd. 34151.9916 01%
3 Xinyang Huaxin Investment Group Co., Ltd. 10463.584 91%
4 Huangchuan agricultural investment new kinetic energy enterprise management center 4459.912 09% (limited partnership)
5. Xinyang Guangxing equity investment management center (6398.673.00% limited partnership)
Total 106663.5050 01%
(the total balance of shareholding is caused by rounding)
1. Dingxin Xinghua will use about 362484500 yuan to conditionally transfer about 511893600 shares of Huaying agriculture and solve the problem of occupation of non operating funds by the controlling shareholder of 43.1125 million yuan;
2. Guangzhou Chenyue will use about 241838600 yuan to conditionally transfer about 341519900 shares of Huaying agriculture and solve the problem of occupation of non operating funds by the controlling shareholder of 28.7633 million yuan;
3. Xinyang Huaxin will use about 74.0952 million yuan to conditionally transfer about 104.6358 million shares of Huaying agriculture and solve the problem of occupation of non operating funds by the controlling shareholder of 8.8126 million yuan;
4. The new kinetic energy of agricultural investment will be used to conditionally transfer about 44.5991 million shares of Huaying agriculture converted into shares with about 31.5817 million yuan and solve the problem of occupation of non operating funds by the controlling shareholder of 3.7562 million yuan;
5. Guangxing’s equity will be used to conditionally transfer about 63.9867 million shares of Huaying agriculture converted into shares with about 45.3106 million yuan and solve the problem of occupation of non operating funds by the controlling shareholder of 5.3891 million yuan;
6. The number of converted shares shall be subject to the final converted shares of China Securities Depository and Clearing Corporation Shenzhen Branch.
7. The restructuring investors invested a total of 755.3106 million yuan, of which 89.8337 million yuan was used to solve the occupation of non operating funds by the controlling shareholders. The remaining 665.4769 million yuan was used to supplement the company’s working capital after paying the restructuring expenses and paying off various liabilities (including reserved parts) in accordance with the provisions of the restructuring plan.
2、 Reorganization of the investor’s relationship
Among them, the actual controller of Xinyang Industrial Investment Group Co., Ltd., the limited partner of Dingxin Xinghua, is Xinyang Finance Bureau, the actual controller of Xinyang Huaxin is the regional office, and Dingxin Xinghua is related to Xinyang Huaxin.
The controlling shareholder of Guangzhou Chenyue is Huangchuan Development Investment Co., Ltd. (hereinafter referred to as “county development investment”), and the limited partner of new kinetic energy of agricultural investment is county development investment. Guangzhou Chenyue is related to new kinetic energy of agricultural investment.
3、 Risk tips
1. Xinyang intermediate people’s court has ruled to terminate the company’s reorganization procedure, and the company has entered the implementation stage of the reorganization plan. According to the relevant provisions of the enterprise bankruptcy law of the people’s Republic of China, during the implementation of the reorganization plan, if the company does not implement or cannot implement 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.
2. 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.
3. The company’s implementation of the reorganization plan will help to improve 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.
The company will earnestly perform the obligation of information disclosure in strict accordance with the relevant provisions of the listing rules and disclose the progress of relevant matters in a timely manner. The information disclosure media designated by the company are securities daily, securities times, Shanghai Securities News, China Securities News and cninfo.com (www.cn. Info. Com.. CN). All information of the company shall be subject to the information disclosed in the above designated media and websites. Please make careful decisions and pay attention to investment risks.
It is hereby announced.
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors December 28, 2001
