China Securities Co.Ltd(601066) about
Notice on Henan Huaying Agricultural Development Co.Ltd(002321) of Shenzhen Stock Exchange (company Department notice [2022] No. 169)
Verification opinions
Listed company management department I of Shenzhen Stock Exchange:
Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "the company", "listed company" or "Huaying agriculture") disclosed the suggestive announcement on changes in shareholders' equity and changes in controlling shareholders and actual controllers, Henan Huaying Agricultural Development Co.Ltd(002321) detailed report on changes in equity and other announcement documents on March 4, 2022, On March 8, 2022, we received the letter of concern on Henan Huaying Agricultural Development Co.Ltd(002321) from Shenzhen Stock Exchange (company department concern letter [2022] No. 169) (hereinafter referred to as "concern letter").
China Securities Co.Ltd(601066) (hereinafter referred to as "financial consultant" or " China Securities Co.Ltd(601066) securities") accepts the entrustment of Huaying agriculture to conduct verification and issue verification opinions according to the relevant issues involved in the letter of concern. Question 2
Please verify and explain the background and reasons of the above share transfer of Dingxin Xinghua GP, the pricing basis for the transfer and its rationality on the basis of consulting relevant parties by letter; And explain whether the relevant transfer matters violate the strategic cooperation framework agreement, restructuring investment intention agreement and restructuring investment agreement signed by Xinding and your company; Whether there is any violation of the equity adjustment plan voted by the investor group meeting and the reorganization plan approved by the court; Whether there is any violation of the procedures for public recruitment and selection of reorganization investors; Further explain the countermeasures your company has taken or plans to take to protect the interests of listed companies and the legitimate rights and interests of shareholders (if applicable).
reply:
(1) Background and rationality of the transfer of shares of Dinghua
1、 Background and reasons for share transfer of Dingxin Xinghua GP
According to the investor's reply, in January 2022, after careful research and analysis, Xinding believes that Dongxing down and its controlling party Xu Shui are in line with the positioning of Huaying agriculture's future business plan for industrial investors, and have outstanding advantages in industrial coordination and resource complementarity. The specific reasons are as follows:
1. As a well-known enterprise in the down processing industry, Dongxing down has a strong industrial background and financial strength
Xu Shuijun and his Holding Company Dongxing down have been engaged in the down processing industry for nearly 20 years. They have a complete production base and supply chain system, and the industrial scale is among the best in the same industry. As a well-known down processing enterprise in China, Xu Shuijun and his Holding Company Dongxing down have strong industrial background and financial strength.
2. Down processing and Huaying poultry breeding are closely related upstream and downstream industries and are high value-added sectors in the industrial chain
Duck feather is one of the main by-products of poultry breeding, and the added value of products sold directly is low. Through duck feather collection and down processing, down and down products are formed, and the product value is significantly improved. At present, Dongxing down has maintained good cooperation with New Hope Liuhe Co.Ltd(000876) , Huaying agriculture, Yike food and other major listed poultry breeding companies in China for many years to ensure the stability of duck feather supply. Especially under the counter cyclical background of the current breeding industry, the downstream down industry is a high profit sector with strong profitability. On the basis of continuing to maintain the whole industrial chain of duck breeding, it is more favorable for the future development of Huaying agriculture to focus on breaking through and expanding the development of high profit sectors such as down.
3. After Mr. Xu Shuijun became the actual controller of Huaying agriculture, it is conducive to inject its advantageous down assets and expand the industrial chain of listed companies
At present, the production capacity of down assets under Mr. Xu Shuijun ranks among the top in the world. If Mr. Xu Shuijun becomes the actual controller of Huaying agriculture, it will be more conducive to inject its advantageous assets, create the "double king" industrial pattern of Huaying agriculture world duck king + world feather king, and lay the foundation for the "flying" of Huaying agriculture.
Based on the above considerations for the future development plan of Huaying agriculture and in combination with the advantages of Dongxing down and Xu Shuijun, in the process of consultation and Discussion on the future operation and management of Huaying agriculture, xinghuading, Xinyang Industrial Investment and Dongxing down, after full research and analysis, believe that Xu Shuijun and Dongxing down controlled by Xu Shuijun will hold Huaying agriculture after the reorganization, and with the help of government industrial guidance funds and resources, Being fully responsible for the production and operation of Huaying agriculture can thicken the industrial background of Huaying agriculture and restructure investors. On the basis of continuing to maintain the whole industrial chain of duck breeding, it will focus on breaking through the development of high profit sectors such as down, which is not only conducive to clarifying the actual controller of Huaying agriculture, stabilizing the internal governance structure, but also more conducive to the future development of Huaying agriculture.
Therefore, from February 14 to 16, 2022, xinxinding reached an agreement with Dongxing down, xinghuading, Xinyang Industrial investment, Dongxing down and other parties through full consultation, decided to adjust the internal structure, all parties fulfilled the corresponding resolution procedures, and informed Huaying of the adjustment of the internal structure of agriculture.
2、 Pricing basis and rationality of transfer pricing
Whereas the restructuring investors all support Xu Shuijun as the actual controller of Huaying agriculture in the future, and hope Xinding as a financial investor to support the development of Huaying agriculture for a long time. On this basis, after full negotiation between the parties, since the GP's share of capital contribution has not been paid in, it is determined to transfer at the nominal price of 1 yuan. The investor Guangxing equity transferred 3% of the shares of Huaying agriculture and 1% of the shares of Huaying agriculture to Sichuan xinghuading, a wholly-owned subsidiary of Xinding. In the future, xinxinding, as a financial investor, will continue to provide assistance for the development of Huaying.
3、 Verification
1. Check the confirmation letter issued by the company to the reorganization investor and the reply letter from the reorganization investor;
2. Check the supplementary agreement of the reorganization investment agreement;
3. Verify the partnership agreement of Dingxin Xinghua and the resolution of the partners' meeting on the transfer of GP; GP share transfer agreement signed by xinghuading and Hangzhou Xingzeng;
4. Detailed verification report on changes in shareholders' equity of Dinghua.
4、 Verification opinions
The financial advisor believes that the transfer of GP shares is an adjustment of the internal structure of investors, which is determined by all investors through negotiation based on commercial arrangements and full internal negotiation and communication. Since the GP share has not been
The actual payment shall be transferred at the nominal price of 1 yuan determined by all parties. Based on the verification data, no transfer of GP shares was found
The background, reason, pricing and other matters are obviously inconsistent with the verification data.
(2) Does the transfer of GP share violate the strategic cooperation framework agreement signed by xinxinding and your company
Discuss the situation of the agreement on restructuring investment intention, the agreement on restructuring investment, etc
1、 Comparative analysis of the transfer and the main contents of the relevant agreements signed by the company
Agreement Name: GP share transfer agreement, restructuring investment agreement, restructuring investment intention agreement, strategic cooperation framework agreement
Signed on: 2022.2.17202112.232021.6.162021.1.14
Signed by Party A: xinghuading, the company and all restructuring investors Party A: xinxinding, Party B: Party A: company, Party B: xinxinding, Party B: Hangzhou Xingzeng company
1. Party A appoints its investment and establishment with the people's Republic of China 1. Party A intends to be Party B 1 Cooperation objectives
At the price of 1 yuan, Dingxin Xinghua will be used as the restructuring investor of the industrial investor to participate in the restructuring investment of Party B, which is planned to rely on the comprehensive industrial advantages and its owners, in combination with Guangzhou Chenyue and Xinyang Party B.
Based on the past successful practice and experience, Dingxin Xinghua property Huaxin, agricultural investment new kinetic energy, Guangxing 2 and Party A will fully integrate the advantageous shares of both parties and transfer them to Party B as financial investors to participate in the company's profitability, reduce resources and introduce advanced asset operation managers. Party B agrees to be restructured by Huaying agriculture, The debt burden of Listed Companies in Huaying is the rational model, and the main business remains unchanged and registered. During the execution period of the reorganization plan of the transferee completed agriculture, Party B shall perform the transfer of part of the transferred shares after helping Party A under the premise of unchanged relevant laws. (II) the framework of laws and regulations and relevant policies should be out of difficulties and transformed and upgraded to realize the high-quality and rapid development of Dingxin Xinghua, Guangzhou Chenyue and Xinjia.
Capital contribution obligations. Yanghuaxin, new kinetic energy of agricultural investment, and Guangyuan support Party B's pre reorganization and heavy 2 Cooperation mode
2. Party B shall work in Benxing equity on December 29, 2021. (1) Industrial Cooperation
The investment funds shall be paid in one time before the effective date of the agreement. 3. Both parties shall cooperate with each other. The controlling shareholder of Party B is a large-scale comprehensive modern enterprise that fully promotes the above-mentioned huayingnong with the bank account designated by the bank to the bank account designated by the manager within 2 days, and its production transfer method is one-time account. There are many types of pre reorganization and reorganization industries, and the main content can be carried out with Party A. the transfer consideration 2. Dingxin Xinghua, Guangzhou Chenyue and. All parties will cooperate in diversified industries according to cooperation.
Payment to Party A. Xinyang Huaxin, the new driving force of agricultural investment and the promotion of matters to have (2) capital cooperation
3. Party A guarantees that the equity commitment of Guangxing is conducive to the stability of the listed company. Party B has 36 months of normal operation and practical experience in favor of the staff from the date of debt restructuring, asset heavy property share ownership, conversion and increase of shares registered at its designated securities desk, beneficial to the group of listed companies and asset custody. With regard to this project, the right of disposal, The stability of the labor force will not be reduced in any form, including the guarantee. It is because the original Party B plans to organize the share of professional resources property (including call auction and bulk trading rules, negotiate and carry out the follow-up work of fully and dutifully setting mortgage, pledge, agreement transfer and other related work relative to the current situation of Party A. investigate and formulate practical capital pledge to ensure the share of property) 。 4. After the signing of the agreement, the two parties will work out an operation plan to effectively solve the problem that Party A's debt has not been sealed up. No. 3. Set up a special working group according to Huaying agricultural operation and development to take charge of the problems and input fresh for Party A. Party A shall bear the needs and assist in promoting various specific cooperation "blood" for the restructured China responsibility.
The resulting provision of no more than 1.5 billion yuan for one UK agriculture. (3) Operation and management cooperation
Cut economic and legal financing support. 5. After determining the reorganization investment according to law, Party B will rely on its rich business responsibilities. 4. After the reorganization, when using the industrial investors, under the same conditions, management experience and the resources, management and market of strong investors in the agriculture and animal husbandry industry, Party A has the resource advantage of giving priority to investment in the industrial chain for Party A
Field and other advantages and the formation right of Huaying agriculture. Deliver advanced operation and management concepts, complement each other, and timely organize advanced enterprises in the industry to help Party A enter high-quality assets according to the situation, so as to realize Huaying agricultural party to update the business model and establish the management industry "better and fly"; System, realize the of enterprise management mode, make use of the advantages of financial investors and upgrade.
Support Huaying agriculture in coordinating policies, tax collection and financing designated by Party B and Party B, restore and enhance the trusteeship period and profitability of Huaying agriculture's continuous operation enterprises. Options and preferences for escrow periods of less than 5 years.
As shown in the above table, the strategic cooperation framework agreement and restructuring investment intention agreement signed and implemented by the company and xindingding are in the early stage and pre restructuring stage of the company's restructuring, relying on xindingding's resource advantages and management experience, through a variety of measures to help the company promote the pre restructuring and restructuring work, and assist the company to introduce and form the concept of industrial coordinated development
