Beijing Dacheng Law Firm
About Henan Huaying Agricultural Development Co.Ltd(002321)
The calculation results of the stock opening reference price on the next trading day on the equity registration date of the current capital reserve converted into share capital
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)
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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 calculation result of the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve into share capital
To: Henan Huaying Agricultural Development Co.Ltd(002321)
In accordance with 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”) and other laws and administrative regulations According to the relevant provisions of 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 calculation results of the stock opening reference price on the next trading day on 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 the legal issues related to the calculation results of the stock opening reference price on the next trading day on 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 to accept the application of Huangchuan Ruihua Supply Chain Management Co., Ltd. for the reorganization of Huaying agriculture, Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership) Henan Branch were appointed 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 shares converted shall be subject to the number actually registered and confirmed by csdcr Shenzhen Branch) After the increase, the total share capital of Huaying agriculture will increase to 2132890071 shares. The above converted shares shall not be distributed to the original shareholders, and shall be arranged according to the following investor’s equity adjustment plan:
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. ”
According to the Henan Huaying Agricultural Development Co.Ltd(002321) risk warning announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2021-090) published by Huaying agriculture on cninfo.com on December 28, 2021, The total share capital of Huaying agriculture increased from 534291100 shares to 2132890071 shares (the final actual number of shares converted to increase shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch). The above converted shares will not be distributed to the original shareholders, of which 531963958 shares will be used to pay off Huaying agricultural debt in the form of debt repayment, and the debt repayment price is 7.55 yuan / share. 1066635013 shares will be conditionally transferred by the reorganization investor. The total investment of the reorganization investor is 755310600 yuan, of which 89.8337 million yuan is used to repay the occupation of funds, and the remaining 66.54769 million yuan is used for the transfer of converted shares. The cash consideration of the transferred shares is 0.6239 yuan / share.
2、 Details of capital reserve converted into share capital this time
1. According to the Henan Huaying Agricultural Development Co.Ltd(002321) risk warning announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2021-090) published by Huaying agriculture on cninfo.com on December 28, 2021, in the bankruptcy reorganization of Huaying agriculture, on the one hand, through the introduction of reorganization investors Increase the owner’s equity by means of increasing shares to pay off debts; On the other hand, the implementation of capital reserve conversion led to the expansion of the company’s total share capital. This change will jointly affect the real value of the company’s shares after conversion. In order to reflect the impact of the above equity adjustment on the company’s stock value, according to article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021), it is necessary to adjust the stock opening reference price on the next trading day after the implementation of the above equity adjustment. 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)
If the closing price of the company’s shares on the equity registration date is higher than the average price of converted shares by 2.93 yuan / share, the company’s shares shall adjust the stock opening reference price on the next trading day on 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 lower than or equal to the average price of converted shares of 2.93 yuan / share, the reference opening price of the company’s shares on the next trading day on the equity registration date will not be adjusted.
2. According to the written confirmation provided by the company and the Henan Huaying Agricultural Development Co.Ltd(002321) business application for ex right and ex dividend treatment, in view of the suspension of the company’s shares on the registration date of the conversion of capital reserve to share capital (December 31, 2021), the closing price of the company’s shares before the ex right and ex dividend date of the conversion of capital reserve to share capital is the closing price on December 30, 2021, that is, 3.08 yuan / share, higher than 2.93 yuan / share, According to the above formula, the stock opening reference price on the next trading day on the equity registration date is 2.97 yuan / share.
Our lawyers believe that the calculation results of the stock opening reference price on the next trading day of the above equity registration date are in line with the calculation results of the calculation formula in the company’s Henan Huaying Agricultural Development Co.Ltd(002321) notice on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the risk prompt announcement involving the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2021-090).
In addition, the stock opening reference price on the next trading day of the above equity registration date is the reference price formed based on the principle of reference price adjustment, not the actual trading price. Investors are hereby reminded to make investment decisions carefully according to the actual situation of the company.
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 the legal opinion of Beijing Dacheng Law Firm on the calculation results of the stock opening reference price on the next trading day on 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
specific date
