Beijing Dacheng Law Firm
About Henan Huaying Agricultural Development Co.Ltd(002321)
The stock opening reference price of the next trading day on the equity registration date of the conversion of capital reserve to share capital is adjusted
Legal opinion
Beijing Dacheng Law Firm
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Chaoyang District, 100020, Beijing, China
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Beijing Dacheng Law Firm
About Henan Huaying Agricultural Development Co.Ltd(002321)
Legal opinion on the adjustment of the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve to share capital
To: Henan Huaying Agricultural Development Co.Ltd(002321)
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the enterprise bankruptcy law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the "trading rules") ）According to the relevant provisions of laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as "laws and regulations"), Beijing Dacheng Law Firm (hereinafter referred to as "the firm") accepts the entrustment of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "Huaying agriculture" or "the company"), This legal opinion is issued on matters related to the adjustment of the stock opening reference price on the trading day next to the equity registration date of the company's capital reserve converted into share capital.
For the issuance of this legal opinion, our lawyer hereby makes the following statement:
1. This legal opinion is issued in accordance with the facts that have occurred or existed before the issuance date and the relevant provisions of China's current laws and regulations.
2. The company has issued written documents to the exchange to confirm that the documents provided and the statements and explanations made are complete, true and effective, and all facts and documents sufficient to affect this legal opinion have been disclosed to the exchange without any concealment, omission, falsehood or misleading; The original materials, copy materials, copies and other materials provided by the company meet the requirements of authenticity, accuracy and completeness. The documents and the signatures and seals on the documents are true. All copy materials and copies are completely consistent with the original.
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the office and the handling lawyer rely on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
4. The exchange only expresses its opinions on relevant legal issues concerning the adjustment of the stock opening reference price on the next trading day of the equity registration date of the company's capital reserve converted into share capital, and only expresses its legal opinions in accordance with the current laws and regulations of the people's Republic of China, and does not express its legal opinions in accordance with any foreign laws and regulations of China. The exchange will not express opinions on non legal professional matters such as accounting, audit and asset evaluation. When quoting relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions, nor as our legal opinion on such professional matters.
5. The exchange agrees to announce this legal opinion together with other information disclosure materials of the company, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in relevant documents, but when the company makes the above quotation, it shall not cause ambiguity or misinterpretation of the law due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above referenced relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the firm issues the following legal opinions:
1、 Bankruptcy and reorganization of Huaying agriculture
On November 20, 2021, Henan Xinyang intermediate people's Court (hereinafter referred to as "Xinyang intermediate people's court" or "court") made (2021) Yu 15 Po Shen No. 4 civil ruling and (2021) Yu 15 Po No. 6-1 decision, ruled to accept the application of Huangchuan Ruihua Supply Chain Management Co., Ltd. for the reorganization of Huaying agriculture according to law, and designated Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership) Henan Branch served as Huaying agricultural manager.
On December 22, 2021, upon the application of Huaying agricultural manager, Xinyang intermediate people's Court issued (2021) Yu 15 Po No. 6-1 civil ruling, ruling to approve the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft) (hereinafter referred to as "reorganization plan (Draft)") and terminate Huaying agricultural reorganization procedures.
According to the reorganization plan (Draft), the investor's equity adjustment plan is "based on the existing total share capital of Huaying agriculture, the capital reserve will be converted into shares according to the proportion of about 29.92 shares per 10 shares, and a total of 1598598971 shares can be converted into shares (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. The above converted shares will not be distributed to the original shareholders, but will be arranged according to the following investor's equity adjustment scheme:
1. In order to raise debt repayment resources, solve the occupation of funds by controlling shareholders and restore the sustainable profitability of Huaying agriculture, restructuring investors will be introduced during the implementation of the restructuring plan. After selection, Shanghai xinxingding Asset Management Co., Ltd. or its designated entity as industrial investor and financial investor jointly as restructuring investor.
Among the converted shares, about 1066635013 shares were conditionally transferred by the restructuring investors. 2. In order to resolve the Huaying agricultural debt crisis as a whole, about 531963958 shares of the converted shares will be used to pay off the creditor's rights in accordance with the creditor's rights repayment scheme specified in the reorganization plan.
The specific number of shares transferred shall be subject to the contents specified in the judicial assistance execution notice at the implementation stage of this reorganization plan and the actual number registered and confirmed by csdct Shenzhen Branch. "
2、 The adjustment and rationality of the company's stock opening reference price on the trading day next to the equity registration date of the conversion of capital reserve to share capital
(i) Relevant provisions of ex right reference price calculation formula
Rule 4.4.1 of the trading rules Article 2 stipulates: "the calculation formula of ex right (interest) reference price is: ex right (interest) reference price = [(previous closing price - cash dividend) + allotment price × Share change ratio] ÷ (1 + share change ratio). When the securities issuer considers it necessary to adjust the above calculation formula, it may apply to the bourse for adjustment and explain the reasons. With the consent of the bourse, the securities issuer shall publish the calculation formula of the ex right (interest) reference price applicable to the ex right (interest) to the market. "
（2） Adjustment of calculation formula of ex right reference price by the company
According to the Henan Huaying Agricultural Development Co.Ltd(002321) request for instructions on adjusting the stock opening reference price on the trading day next to the equity registration date provided by the company, the company plans to adjust the stock opening reference price on the trading day next to the equity registration date on which the capital reserve is converted into share capital according to the actual situation of reorganization. The adjustment formula is:
Stock opening reference price on the next trading day on the equity registration date = [(previous closing price - cash dividend) × Total share capital before conversion + amount of converted shares to offset debts + cash paid by restructuring investors for transferring converted shares] ÷ (total share capital before conversion + number of converted shares to offset debts + number of converted shares transferred by restructuring investors + increase in circulating shares due to distribution to original shareholders)
In the above calculation formula, the total share capital before the conversion is 534291100 shares, and the amount of converted shares to offset the debt is 4016327900 yuan, The cash paid by restructuring investors for the transfer of shares was 665476900 yuan (the total investment is 755.3106 million yuan, deducting the amount after repaying the Occupied Funds of 89.8337 million yuan); the number of shares converted from debt repayment is 531.964 million shares, and the number of shares transferred by restructuring investors is 1066.635 million shares; the converted shares are not distributed to the original shareholders, resulting in the increase of Liutong shares of 0.
Under comprehensive calculation, the average price of Huaying agriculture converted into shares is 2.93 yuan / share [(7.55 yuan / share) × 532 million shares + RMB 0.6239/share × 1067 million shares) ÷ (532 million shares + 1067 million shares)].
If the closing price of the company's shares on the equity registration date is higher than 2.93 yuan / share, the company's shares shall adjust the stock opening reference price on the trading day next to the equity registration date according to the above calculation formula; If the closing price of the company's shares on the equity registration date is less than or equal to 2.93 yuan / share, the opening reference price of the company's shares on the next trading day on the equity registration date will not be adjusted. （3） Rationality of the company's adjustment to the calculation formula of ex right reference price
According to the Henan Huaying Agricultural Development Co.Ltd(002321) request for instructions on adjusting the stock opening reference price on the next trading day on the equity registration date provided by the company and after research by the Institute, the above adjustment is in line with the special situation of the company's capital reserve converted into share capital, and is reasonable, as follows:
1. The conversion of capital reserve into share capital shall be implemented after the ruling and approval of Xinyang intermediate people's court, According to the reorganization plan (Draft), the converted shares will not be distributed to the original shareholders, and some shares will be conditionally transferred by the reorganization investors. The transferred consideration will be used to pay the reorganization expenses, pay off some debts and supplement the company's working capital. The remaining converted shares will be used to offset debts with shares to ordinary creditors, and the original shareholders of the company have not actually obtained the converted shares According to the arrangement of the draft, after the increase, the company has obtained the funds invested by investors while increasing its share capital. The debt repayment with shares for the part of ordinary creditor's rights of more than 500000 will also reduce the company's liabilities accordingly. The asset liability structure will be fundamentally improved, the owner's rights and interests will be greatly increased, and the number of shares held by the original shareholders of Huaying agriculture has not changed Under such circumstances, we need to consider the impact of various factors on the real value of the company's shares.
2. During the reorganization, the reorganization investors transferred 1066635013 shares of the company into shares as a whole, The amount of consideration provided is about 665476900 yuan (the total investment is 755310600 yuan, deducting the amount after repaying the Occupied Funds of 89833700 yuan); the creditors as a whole have transferred 531963958 shares of the company into shares to offset the debt of about 4016327900 yuan. All the shares formed by the conversion of capital reserve into share capital are used to attract investment and repay the debt. The reorganized investors pay the consideration in cash and the creditors pay the consideration in creditor's rights. This behavior is not true In general, the behavior of placing purely to all the original shareholders of a listed company is closer to a market-oriented and negotiated transaction.
3. After the completion of this reorganization, According to the provisions of the reorganization plan (Draft), the debts of Huaying agriculture will be paid off 100% in the form of "cash repayment + debt repayment with shares". With the investment of funds and resources of the reorganization investors, the net assets of Huaying agriculture will be greatly increased, the financial cost will be significantly reduced, and the value of shares owned by shareholders will be increased accordingly after the continuous improvement of business performance.
3、 Concluding observations
In conclusion, our lawyers believe that it is reasonable for the company to adjust the stock opening reference price on the next trading day of the equity registration date of the company's capital reserve converted into share capital according to the actual situation of the reorganization in order to reflect the impact of the investor's equity adjustment of the company's reorganization plan on the value of the company's shares as a whole.
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 adjusting the stock opening reference price on the next trading day after the equity registration date of Henan Huaying Agricultural Development Co.Ltd(002321) this capital reserve converted into share capital) Beijing Dacheng Law Firm
(seal)
Principal: Peng Xuefeng handling lawyer:
Guo Yaoli
Signature of authorized person: Handling lawyer:
Wang Jun, he Jingjing
December 27, 2021
