Hunan Qiyuan law firm
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Hunan Xiangjia Animal Husbandry Company Limited(002982) public issuance of convertible corporate bonds
Legal opinion
March, 2021
To: Hunan Xiangjia Animal Husbandry Company Limited(002982)
Hunan Qiyuan law firm (hereinafter referred to as "the firm") accepts the entrustment of Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as "the issuer", "the company" or " Hunan Xiangjia Animal Husbandry Company Limited(002982) ") to act as the special legal adviser for the public issuance of convertible corporate bonds (hereinafter referred to as "the offering").
According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the measures for the administration of securities issuance of listed companies (hereinafter referred to as the "administrative measures"), and the rules for the compilation and reporting of information disclosure of companies offering securities to the public No. 12 - legal opinions and lawyers' work reports on public offering of securities In accordance with the relevant provisions of laws, administrative regulations, departmental rules and normative documents, such as the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, The issuer issued the legal opinion of Hunan Qiyuan law firm on Hunan Xiangjia Animal Husbandry Company Limited(002982) public offering of convertible corporate bonds (hereinafter referred to as "legal opinion" or "legal opinion") and the lawyer work report of Hunan Qiyuan law firm on Hunan Xiangjia Animal Husbandry Company Limited(002982) public offering of convertible corporate bonds (hereinafter referred to as "lawyer work report" or "lawyer work report").
In order to issue this legal opinion, the exchange (including the handling lawyer assigned by the exchange to handle this issuance, the same below) hereby makes the following statement:
In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate It is complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and it shall bear corresponding legal liabilities.
The issuance of this legal opinion by the exchange is based on the issuer's assurance to the exchange that the issuer has provided the exchange with written materials or oral statements necessary for the issuance of this legal opinion, and all facts and materials sufficient to affect this legal opinion have been disclosed to the exchange; The materials and statements provided by the issuer to the exchange are true, accurate and complete without any false records, misleading statements or major omissions. The signatures and / or seals on all materials are true and valid, and the relevant copies or copies are consistent with the original or the original.
When issuing this legal opinion, the exchange has fulfilled the special duty of care of legal professionals for legal related business matters and the general duty of care of ordinary people for other business matters; For the documents directly obtained from state organs, organizations with the function of managing public affairs, accounting firms, asset appraisal institutions and recommendation institutions (hereinafter referred to as "public institutions"), the bourse will take them as the basis for issuing this legal opinion after performing the duty of care specified in the measures for the Administration of law firms engaging in securities legal business; For documents not directly obtained from public institutions, the exchange will take them as the basis for issuing this legal opinion after verification and verification; For materials copied and copied from public institutions, the exchange will take them as the basis for issuing this legal opinion after being confirmed by the public institution; For the fact that this legal opinion is very important and not supported by independent evidence, this exchange makes a judgment based on the supporting documents issued by the issuer, relevant government departments and other relevant institutions, organizations or individuals and after careful verification.
In this legal opinion, the exchange only expresses opinions on legal matters within the territory of the people's Republic of China (hereinafter referred to as "China") related to this offering, and does not express opinions on legal matters in any other legal jurisdiction outside China, nor on professional matters such as accounting, audit and asset evaluation; The reference of some data and / or conclusions in professional documents such as capital verification report, financial statements, audit report, audit or assurance report and asset appraisal report in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and completeness of these data or conclusions.
According to the requirements of the rules for the preparation of information disclosure of companies offering securities to the public No. 12 - legal opinions and lawyers' work report on public offering securities, the exchange makes concluding opinions on relevant matters and makes judgments only based on the legal professional knowledge and general knowledge in other aspects. Therefore, the exchange requests the users of this legal opinion to make comprehensive judgments in combination with the legal opinions and other professional knowledge of the exchange.
The matters stated in the lawyer work report of the office are applicable to this legal opinion. Unless otherwise specified, the abbreviations and terms in this legal opinion have the same meanings as those in the lawyer work report. The bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the application documents of this issuance or in accordance with the examination requirements of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
The exchange agrees that the issuer shall take this legal opinion as a necessary legal document for applying to the CSRC and the stock exchange for this issuance, and report it together with other application materials.
This legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
catalogue
1、 Approval and authorization of this offering 4 II. The issuer's subject qualification for this offering 4 III. substantive conditions of this offering 4. Establishment of the issuer 12 v. independence of the issuer 13 VI. promoter or shareholder (actual controller) 13 VII. The share capital of the issuer and its evolution VIII. Business of the issuer IX. related party transactions and horizontal competition 15 X. main property of the issuer 15 Xi. Major creditor's rights and debts of the issuer 17 XII. Major asset changes and mergers and acquisitions of the issuer 18 XIII. Formulation and amendment of the issuer's articles of Association 18 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 18 XV. Directors, supervisors and senior managers of the issuer and their changes 19 XVI. Tax of the issuer 19 XVII. Environmental protection, product quality, technology and other standards of the issuer 19 XVIII. Use of previously raised funds 19. Application of funds raised by the issuer 20. The issuer's business development objectives 20 21. Litigation, arbitration or administrative punishment 20. Evaluation of the legal risk of the issuer's prospectus 21. Concluding comments twenty-one
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1、 Approval and authorization of this offering
After verification, our lawyers believe that:
(I) the issuer's general meeting of shareholders has approved the issuance in accordance with the law; The contents of the resolutions of the general meeting of shareholders of the issuer comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and are legal and effective; (II) the scope and procedures of authorization authorized by the general meeting of shareholders of the issuer to authorize the board of directors to handle matters related to this issuance are legal and effective;
(III) the issuer's current issuance needs to be reported to the CSRC for approval according to law, and the listing of convertible bonds issued this time needs to be examined and approved by the Shenzhen Stock Exchange.
2、 The issuer's subject qualification for this offering
After verification, our lawyers believe that the issuer is a listed company legally established and existing, and there is no need to terminate or suspend the listing or terminate the listing in accordance with laws, regulations, normative documents and the articles of association, so it has the subject qualification of this issuance.
3、 Substantive conditions of this offering
Upon verification, as of the issuance date of this legal opinion, the issuer has met the conditions for public issuance of convertible corporate bonds stipulated in laws, regulations and normative documents such as the securities law, the administrative measures, the listing rules, the implementation rules and so on:
(I) this offering complies with the relevant provisions of the securities law
1. This offering complies with the relevant provisions of Article 10 of the securities law
The issuer has employed Minsheng securities as the sponsor of this offering, which is in line with Article 10 of the securities law.
2. This offering complies with the relevant provisions of Article 15 of the securities law
(1) According to the confirmation of the issuer and the verification of our lawyers, the issuer has established the general meeting of shareholders, the board of directors and the board of supervisors in accordance with the provisions of the company law and the articles of association, elected independent directors, appointed the president, chief financial officer, Secretary of the board of directors and other senior managers, set up relevant functional departments according to the needs of the issuer's business operation, and has a sound and well functioning organization, Comply with the provisions of item (I) of paragraph 1 of Article 15 of the securities law;
(2) According to the audit report, the issuer's net profits in 2017, 2018 and 2019 (based on the lower of the net profits attributable to the owners of the parent company before and after deducting non recurring profits and losses) were 457486 million yuan, 1101172 million yuan and 2275366 million yuan respectively, and the average annual distributable profits realized in the last three accounting years were 127808 million yuan, The amount of convertible corporate bonds issued by the issuer this time shall not exceed 640 million yuan. The determination method of the coupon rate of convertible corporate bonds and the final interest rate level of each interest bearing year shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the national policies, market conditions and the specific situation of the company, according to the scale of this issuance and with reference to the recent issuance interest rate level of the bond market, The average distributable profits of the issuer in the last three years are sufficient to pay one year's interest on corporate bonds, which is in line with the provisions of item (II) of paragraph 1, Article 15 of the securities law;
(3) According to the audit report and the prospectus, as of December 31, 2017, December 31, 2018, December 31, 2019 and September 30, 2020, the issuer's asset liability ratio (parent company) was 50.90%, 45.75%, 37.50% and 26.21% respectively; In 2017, 2018, 2019 and January September 2020, the issuer's cash flow from operating activities was 660879 million yuan, 1830876 million yuan, 302465 million yuan and 767178 million yuan respectively. The issuer has a reasonable asset liability structure and normal cash flow, which meets the requirements of the notice of the general office of the State Council on the implementation of the revised Securities Law and the provisions of item (III) of paragraph 1, Article 15 of the securities law.
(4) According to the issuance plan and the prospectus, the funds raised by the issuer in this issuance are intended to be used for the standardized breeding base project of 13.5 million high-quality chickens, the breeding base project of 10000 breeding pigs and supplement working capital; According to the feasibility analysis report on the use of the funds raised by the issuer's public offering of convertible corporate bonds and other relevant materials, the investment project of the funds raised in this offering is not used to make up for losses or non productive expenses, which is in line with the provisions of paragraph 2 of Article 15 of the securities law.
(II) this issuance complies with the relevant provisions of the administrative measures
1. This issuance complies with the general provisions of the administrative measures on the issuance of securities
(1) This issuance complies with the relevant provisions of Article 6 of the administrative measures
① The current effective articles of association of the issuer are formulated in accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, and the articles of association are legal and effective; After reviewing the relevant systems and meeting materials of the issuer's general meeting of shareholders, the board of directors, the board of supervisors and independent directors, and the opinions of independent directors on relevant matters, our lawyers believe that the issuer's general meeting of shareholders, the board of directors, the board of supervisors and independent directors have sound systems, can effectively perform their duties according to law, and comply with the provisions of Article 6 (I) of the administrative measures.
② According to the internal control assurance report issued by Tianjian, the relevant systems of the issuer's internal control, the confirmation of the issuer and the verification of our lawyers, the issuer's internal control system is sound, which can effectively ensure the efficiency of the company's operation, legal compliance and the reliability of financial statements; There are no major defects in the integrity, rationality and effectiveness of the internal control system, which is in line with the provisions of item (II) of Article 6 of the management measures.
③ According to the questionnaire and resume signed by the issuer and its directors, supervisors and senior managers, and verified by the lawyers of the exchange, the current directors, supervisors and senior managers of the issuer are qualified to hold office, can faithfully and diligently perform their duties, have no acts in violation of articles 147 and 148 of the company law, and have not been subject to administrative punishment and punishment by the CSRC in the last 36 months It has not been publicly condemned by the stock exchange in the past 12 months, which is in line with the provisions of item (III) of Article 6 of the administrative measures. ④ According to the confirmation of the issuer and the verification of the lawyer of the exchange, the personnel, assets and finance of the issuer and the controlling shareholder or actual controller are separated, the organization and business are independent, and can operate and manage independently, which is in line with the provisions of item (IV) of article 6 of the administrative measures.
⑤ According to the meeting documents of the board of directors and the general meeting of shareholders of the issuer, the commitments issued by the issuer, its controlling shareholders and actual controllers, directors, supervisors and senior managers, and verified by the lawyers of the exchange, the issuer has not provided external guarantees in violation of regulations in the last 12 months, which is in line with the provisions of item (V) of Article 6 of the administrative measures.
(2) This issuance complies with the relevant provisions of Article 7 of the administrative measures
① According to the audit report of the issuer issued by Tianjian for the last three years, the net profits of the issuer in 2017, 2018 and 2019 (based on the lower of the net profits attributable to the owners of the parent company before and after deducting non recurring profits and losses) were 457486 million yuan, 1101172 million yuan and 2275366 million yuan respectively. The issuer has made continuous profits in the last three fiscal years, which is in line with the management measures
