Henan Huaying Agricultural Development Co.Ltd(002321) Manager
Special opinions on the letter of concern on Henan Huaying Agricultural Development Co.Ltd(002321) of Shenzhen Stock Exchange (company department concern letter [2022] No. 169)
Listed company management department I of Shenzhen Stock Exchange:
On March 8, 2022, Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "Huaying agriculture" or "the company") received the letter of concern for Henan Huaying Agricultural Development Co.Ltd(002321) issued by your ministry (company Department attention letter [2022] No. 169) (hereinafter referred to as "attention letter") Henan Huaying Agricultural Development Co.Ltd(002321) the manager has carefully checked the relevant issues in accordance with the requirements of the letter of concern, and now issues special opinions on 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). Your company's lawyer, financial consultant and reorganization manager are requested to check and express clear opinions.
reply:
1、 Background and reasons of share transfer of Dingxin Xinghua GP, pricing basis and rationality of transfer pricing.
(I) background and reasons of share transfer of Dingxin Xinghua GP, pricing basis and rationality of transfer pricing
According to Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership) (hereinafter referred to as "Dingxin Xinghua"), Guanghan Dongxing down products Co., Ltd. (hereinafter referred to as "Dongxing down"), Shanghai xinxingding Asset Management Co., Ltd. (hereinafter referred to as "xinxinxinding"), Sichuan xinghuading Enterprise Management Co., Ltd. (hereinafter referred to as "xinghuading") Replies from Hangzhou Xingzeng Enterprise Management Co., Ltd. (hereinafter referred to as "Hangzhou Xingzeng"), Xinyang Industrial Investment Group Co., Ltd. (hereinafter referred to as "Xinyang Industrial Investment") and other parties:
In early January 2022, after careful research and analysis, Xinding believed that Dongxing down and its accuser Xu Shui were in line with the positioning of Huaying agriculture's future business plan for industrial investors, and had 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. On this basis, on January 26, 2022, xinxinding officially proposed to major investors such as Dongxing down and Xinyang Industrial investment that Xu shuijunfang should serve as Dingxin Xinghua GP and be responsible for the future operation and development of Huaying agriculture.
After receiving the new Ding proposal, Dongxing down, after full discussion and analysis, believes that in the future, with the help of government industrial guidance funds and resources, it can be fully responsible for the production and operation of Huaying agriculture, thicken the industrial background of Huaying agriculture and restructure investors, and focus on breaking through the development of high profit sectors such as down on the basis of continuing to maintain the whole industrial chain of duck breeding, so as to have the strength of holding Huaying agriculture.
After receiving the new Ding proposal, Xinyang Industrial Investment reported the matter to the superior competent department and obtained the support and approval of the superior competent department.
On this basis, in the process of consultation and Discussion on the future operation and management of Huaying agriculture, all parties believe that Xu Shuijun and Dongxing down under his control hold Huaying agriculture after the reorganization, and are fully responsible for the production and operation of Huaying agriculture with the help of government industry guidance funds and resources, which can thicken the industrial background of Huaying agriculture reorganization investors and continue to maintain the whole industrial chain of duck breeding, Focusing on the development of high profit sectors such as down is not only conducive to clarifying the actual controller of Huaying agriculture and stabilizing the internal governance structure, but also more conducive to the future development of Huaying agriculture.
All parties reached an agreement on the internal adjustment procedures from February 14 to February 16, 2022.
On February 16, 2022, Dingxin Xinghua held a partners' meeting. Since xinghuading's capital contribution has not been paid in, all parties agreed that xinghuading would transfer its subscribed capital contribution to Hangzhou Xingzeng at a nominal price of 1 yuan.
On February 17, 2022, Sichuan xinghuading and Hangzhou Xingzeng signed the partnership property share transfer agreement.
On February 18, 2022, Dingxin Xinghua handled the industrial and commercial change registration, and Sichuan Xinghua Ding transferred its 1.4085% share of Dingxin Xinghua to Hangzhou Xingzeng.
(II) verification documents
1. Reply of Dingxin Xinghua, Dongxing down, Xinxin Ding, Xinghua Ding and Hangzhou Xingzeng to the company's inquiry;
2. Restructuring investment agreement and supplementary agreement;
3. Dingxin Xinghua partnership agreement, resolution of Dingxin Xinghua partners' meeting and partnership property share transfer agreement; GP share transfer agreement signed by xinghuading and Hangzhou Xingzeng;
4. The contribution shares of each partner of Dingxin Xinghua;
5. The detailed equity change report disclosed by Dingxin Xinghua as the new controlling shareholder.
(III) special opinions
Combined with the verification materials, the transfer of the share of Dingxin Xinghua GP was decided by the internal consensus of the partners of Dingxin Xinghua to stabilize the governance structure of Huaying agriculture and realize the long-term development of Huaying agriculture. At the same time, since the capital contribution of Xinghua Ding has not been paid in, the transfer consideration is 1 yuan. Therefore, according to the verification materials, it is not found that the background, reasons, pricing and other matters of GP share transfer are obviously inconsistent with the verification data.
2、 The relevant transfer matters do not violate the strategic cooperation framework agreement, restructuring investment intention agreement, restructuring investment agreement, etc. signed by Xinding and the company.
(I) main situations agreed in relevant agreements
Relevant agreements submitted by the reviewed company:
In January 2021, the main contents of the strategic cooperation framework agreement signed by Xinding and the company are as follows:
1. Cooperation objectives
Relying on the comprehensive industrial advantages and on the basis of past successful practices and experience, Party B intends to fully integrate the advantageous resources of both parties, introduce advanced asset operation and management mode, and help Party A get out of difficulties, transform and upgrade and realize high-quality and rapid development on the premise that the main business and registered place remain unchanged.
2. Mode of cooperation
(1) Industrial Cooperation
The controlling shareholder of Party B is a large comprehensive modern enterprise with rich types of industries, which can carry out diversified industrial cooperation with Party A.
(2) Capital cooperation
Party B has successful practical experience in debt restructuring, asset restructuring and asset custody. With regard to this project, Party B plans to organize professional resources to conduct full due diligence on the current situation of Party A, formulate practical and feasible capital operation plans, effectively solve Party A's debt problems and input fresh "blood" for Party A.
(3) Operation and management cooperation
Party B will rely on its rich operation and management experience and the strong industrial chain resource advantages of the agricultural and animal husbandry industry to deliver advanced operation and management concepts for Party A, organize advanced enterprises in the industry to help Party A update the business model and establish the management system, so as to realize the upgrading of the enterprise management model.
In June 2021, the main contents of the restructuring investment intention agreement signed by Xinding and the company are as follows:
1. Party A intends to participate in Party B's restructuring investment as Party B's restructuring investor.
2. Party A will take restoring the profitability of the listed company and reducing the debt burden of the listed company as the starting point, and take various measures to support Party B's pre reorganization and reorganization under the framework of relevant laws, regulations and policies.
3. The two sides should cooperate with each other to fully promote the pre reorganization and reorganization of Huaying agriculture. According to the progress of cooperation, all parties will negotiate and carry out follow-up related work on the principle of being conducive to the stability of the platform of listed companies, the normal operation of listed companies and the stability of the staff team.
4. After the signing of the agreement, the two sides set up a special working group to promote various specific cooperation matters. 5. When determining the reorganization investor according to law, Party A has the priority of investment under the same conditions.
On November 20, 2021, Huaying agriculture was ruled to enter the reorganization procedure by the court. On December 22, 2021, the court ruled to approve Huaying agricultural reorganization plan and terminate Huaying agricultural reorganization procedure. On December 23, 2021, the manager supervised Huaying agriculture to sign the restructuring investment agreement with the joint financial investor designated by Xinding industrial investor. The main contents are as follows:
1. Xinxinding designated Dingxin Xinghua invested by xinxinding as an industrial investor, joined Guangzhou Chenyue, Xinyang Huaxin, agricultural investment new kinetic energy and Guangxing equity as financial investors to participate in Huaying agricultural restructuring, and transferred some shares during the implementation of Huaying agricultural restructuring plan.
2. Dingxin Xinghua, Guangzhou Chenyue, Xinyang Huaxin, agricultural investment new kinetic energy and Guangxing equity promise not to reduce their holdings in any form (including call auction, block trading and agreement transfer) within 36 months from the date when the transferred shares are registered in their designated securities account.
3. According to the needs of Huaying agricultural operation and development, assist in providing financing support of no more than 1.5 billion yuan for the restructured Huaying agriculture.
4. After the reorganization is completed, make use of the resources, management, market and other advantages of industrial investors to complement Huaying agriculture, and timely inject high-quality assets according to the situation, so as to realize the "good and flying" of Huaying agriculture; Make use of the advantages of financial investors to coordinate policy, tax and financing support for Huaying agriculture, so as to restore and enhance the sustainable operation and profitability of Huaying agriculture.
(II) verification documents
1. Strategic cooperation framework agreement and restructuring investment intention agreement signed by the company and Xinding;
2. The restructuring investment agreement and supplementary agreement signed by the company and the restructuring investor;
3. The confirmation letter issued by the company to the reorganization investor and the reply letter from the reorganization investor.
(III) special opinions
In combination with relevant verification materials, the main content of the strategic cooperation framework agreement signed by xinxinding and the company is to realize the relief of Huaying agriculture through industrial cooperation, capital cooperation and operation and management cooperation. The main content of the restructuring investment intention agreement is that it intends to participate in the restructuring investment, and it is determined that xinxinding has priority under the same conditions when determining the restructuring investor according to law. After entering the reorganization procedure, in the public selection procedure of Huaying agriculture, the manager and the company selected Shanghai xinxingding Asset Management Co., Ltd. or its designated subject joint financial investor as Huaying agricultural reorganization investor. On December 23, 2021, Xinding appointed Dingxin Xinghua as the industrial investor, and the joint financial investors signed the restructuring investment agreement with Huaying agriculture respectively. This transfer is the adjustment of the internal structure of the restructured investors. Before and after the transfer, it does not involve the change of the restructured investment objects such as the original industrial investors or financial investors. After the transfer, it is more conducive for Huaying agriculture to clarify the actual controller, stabilize the internal governance structure, focus on the implementation of the business plan specified in the restructuring plan, improve the added value and profitability of cooked food, down and other back-end products, and restore the profitability at the industrial level as soon as possible. Therefore, according to the relevant verification materials, no violation of the strategic cooperation framework agreement, restructuring investment intention agreement and restructuring investment agreement signed earlier was found.
3、 The relevant transfer matters do not violate the equity adjustment plan voted by the investor group meeting and the reorganization plan approved by the court; There is no violation of the procedures for public recruitment and selection of reorganization investors.
(I) the provisions of the equity adjustment plan and the reorganization plan and the process of recruiting investors
On December 22, 2021, the investor group meeting of the company voted and approved the aforesaid equity adjustment plan. On the same day, Xinyang intermediate people's court ruled and approved the company's reorganization plan. The reorganization plan shows that after selection, Xinding or its designated subject is jointly selected as industrial investor and financial investor as reorganization investor.
The public recruitment and selection procedures for the selected reorganization investors are as follows:
1. On November 24, 2021, the manager issued the notice of Henan Huaying Agricultural Development Co.Ltd(002321) on public recruitment and selection of restructuring investors to Huaying agriculture, which was posted on the official website and cninfo.com.cn on November 25, 2021 The announcement on public recruitment and selection of restructuring investors (Announcement No.: 2021073) was disclosed on the.
2. From November 30, 2021 to December 3, 2021, the manager and the company conducted competitive negotiations with two successful companies respectively. After full negotiation and communication, combined with the application materials of xinxinding, Shanghai xinxinding Asset Management Co., Ltd. is determined
