Hunan Qiyuan law firm
about
Hunan Xiangjia Animal Husbandry Company Limited(002982)
Public issuance of convertible corporate bonds
Supplementary legal opinion (III)
March, 2002
410007, floor 17, block a, Jiatian international new town, No. 359, Section 2, Furong Middle Road, Changsha
Tel: (0731) 82953778 Fax: (0731) 82953779
Website: www.qiyuan.com com.
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”).
In accordance with 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”) and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) In accordance with the relevant provisions of laws, administrative regulations, departmental rules and normative documents such as the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offering securities, 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 and responsibility 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”). At the same time, The exchange issued the supplementary legal opinion (I) of Hunan Qiyuan law firm on Hunan Xiangjia Animal Husbandry Company Limited(002982) public issuance of convertible corporate bonds with respect to the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as the “first feedback”) issued by the China Securities Regulatory Commission on March 19, 2021 and the update of the issuer’s financial situation from October 1, 2020 to December 31, 2020 (hereinafter referred to as “supplementary legal opinion (I)”). In addition, the issuer shall check the relevant major changes on the date of issuance of the supplementary legal opinion (I) and the update of the issuer’s financial situation from January 1, 2021 to March 31, 2021, and issue the supplementary legal opinion (II) of Hunan Qiyuan law firm on Hunan Xiangjia Animal Husbandry Company Limited(002982) public issuance of convertible corporate bonds (hereinafter referred to as the “supplementary legal opinion (II)”.
Now, the exchange will review the update of the financial situation of the issuer from April 1, 2021 to December 31, 2021 and the relevant major changes of the issuer during the period from the date of issuance of supplementary legal opinion II to the date of issuance of this supplementary legal opinion (hereinafter referred to as the “supplementary period”), And issued the supplementary legal opinion (III) of Hunan Qiyuan law firm on Hunan Xiangjia Animal Husbandry Company Limited(002982) public offering of convertible corporate bonds (hereinafter referred to as “supplementary legal opinion (III)” or “this supplementary legal opinion”).
This supplementary legal opinion is a supplement and adjustment to the relevant contents of the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II). For the matters, relationships or abbreviations that have not changed in the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), The exchange will not repeat the description or disclosure in this supplementary legal opinion and express legal opinions repeatedly. Unless otherwise stated in this supplementary legal opinion, the statements and interpretations made in the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II) of the exchange are applicable to this supplementary legal opinion.
This supplementary legal opinion is a supplementary document to legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), and should be used together with legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), In case of any inconsistency between this supplementary legal opinion and legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II), this supplementary legal opinion shall prevail.
In order to issue this supplementary legal opinion, the exchange (including the handling lawyer assigned by the exchange to handle this issuance, the same below) hereby makes the following statement:
1、 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 supplementary legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
2、 The issuance of this supplementary 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 supplementary legal opinion, and all facts and materials sufficient to affect this supplementary 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. 3、 When issuing this supplementary legal opinion, the exchange performed 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 supplementary 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 supplementary legal opinion after verification and verification; For materials copied and copied from public institutions, the bourse will take them as the basis for issuing this supplementary legal opinion after being confirmed by the public institution; For the fact that the issuance of this supplementary legal opinion is very important and not supported by independent evidence, the 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.
4、 In this supplementary 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 supplementary legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity, accuracy and integrity of these data or conclusions.
5、 According to the requirements of No. 12 rules for the preparation of information disclosure of companies offering securities to the public – legal opinions and lawyers’ work report on public offering of securities, the exchange issued concluding opinions on relevant matters and made judgments only based on its legal professional knowledge and general knowledge in other aspects. Therefore, The exchange requests users of this supplementary legal opinion to make a comprehensive judgment in combination with the legal opinions and other professional knowledge of the exchange.
6、 The bourse agrees that the issuer may quote some or all of the contents of this supplementary legal opinion in the application documents for this offering by itself or in accordance with the review requirements of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation. 7、 The bourse agrees that the issuer shall take this supplementary 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.
8、 This supplementary 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.
The exchange does not authorize any unit or individual to make any explanation or explanation on this supplementary legal opinion.
In accordance with the provisions of Article 19 of the securities law, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers, on the basis of checking and verifying the documents and facts related to the issuer’s issuance (all the above contents are subject to and limited to the matters expressed in this supplementary legal opinion), hereby issue the following supplementary legal opinions:
catalogue
interpretation…… 5 text 7 I. approval and authorization of this issuance 7 II. The issuer’s subject qualification for this offering 7 III. substantive conditions of this offering 8 IV. establishment of the issuer 9 v. independence of the issuer Vi. promoters or shareholders (actual controllers) 10 VII. The share capital of the issuer and its evolution VIII. Business of the issuer 9. Related party transactions and horizontal competition 14 X. main property of the issuer 20 Xi. Major creditor’s rights and debts of the issuer 29 XII. Major asset changes and mergers and acquisitions of the issuer 34 XIII. Formulation and amendment of the issuer’s articles of Association 35 XIV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer XV. Directors, supervisors and senior management of the issuer and their changes 36 XVI. Tax of the issuer 37 XVII. Environmental protection, product quality, technology and other standards of the issuer 40 XVIII. Use of previously raised funds 41 XIX. Application of funds raised by the issuer 42 XX. Business development objectives of the issuer 42 21. Litigation, arbitration or administrative punishment 42. Evaluation of the legal risk of the issuer’s prospectus 43. Concluding comments forty-three
interpretation
In this supplementary legal opinion, unless otherwise specified, the following words have the following specific meanings:
Abbreviation refers to the full name
The issuer, Hunan Xiangjia Animal Husbandry Company Limited(002982) , refers to Hunan Xiangjia Animal Husbandry Company Limited(002982) , formerly known as Hunan Shuangjia agriculture and animal husbandry technology Co., Ltd
Shuangjia agriculture and animal husbandry refers to Hunan Shuangjia agriculture and animal husbandry technology Co., Ltd., the predecessor of the issuer
Dajing Shuangjia refers to Hunan Dajing Shuangjia investment enterprise (limited partnership), the issuer’s shareholder
Yueyang Xiangjia refers to Yueyang Xiangjia animal husbandry Co., Ltd., a wholly-owned subsidiary of the issuer
Xiangjia e-commerce refers to Hunan Xiangjia e-commerce Co., Ltd., a wholly-owned subsidiary of the issuer
Modern agriculture refers to Hunan Xiangjia Modern Agriculture Co., Ltd., a wholly-owned subsidiary of the issuer
Taimiao food refers to Hunan Taimiao Food Co., Ltd., a wholly-owned subsidiary of the issuer
Wuhan Xiangjia refers to Xiangjia (Wuhan) Food Co., Ltd., a wholly-owned subsidiary of the issuer
Shandong Taimiao refers to Shandong Taimiao Food Co., Ltd., a wholly-owned subsidiary of the issuer
Taimiao Xianfeng refers to Hunan Taimiao Xianfeng Food Co., Ltd., a wholly-owned subsidiary of the issuer
Liuyang agriculture and animal husbandry refers to Liuyang Xiangjia agriculture and animal husbandry technology Co., Ltd., a holding subsidiary of the issuer
Runle food refers to Hunan runle Food Co., Ltd., a holding subsidiary of the issuer
Xiangjia Juyou refers to Hunan Xiangjia Juyou Agriculture Co., Ltd., a holding subsidiary of modern agriculture
Sanjian agriculture and animal husbandry refers to Hunan Sanjian agriculture and animal husbandry Co., Ltd., a holding subsidiary of the issuer
Shenghongxiang logistics refers to Hunan shenghongxiang Logistics Co., Ltd., a holding subsidiary of the issuer
Weilinsheng trading refers to Hunan weilinsheng Trading Co., Ltd., a subsidiary of Taimiao Food Holdings
Taimiao supply chain refers to Hunan Taimiao supply chain Co., Ltd., a holding subsidiary of the issuer
Xiangjia food refers to Hunan Xiangjia food Heart Food Co., Ltd., a holding subsidiary of the issuer
Changsha food refers to Changsha Xiangjia food Heart Food Co., Ltd., a holding subsidiary of Xiangjia food
Shimen rural commercial bank refers to Hunan Shimen Rural Commercial Bank Co., Ltd., a company in which the issuer shares
Subsidiaries refer to wholly-owned subsidiaries and holding subsidiaries
This issuance refers to the public issuance of convertible corporate bonds by the issuer
The Company Law refers to the company law of the people’s Republic of China which came into force on October 26, 2018
The Securities Law refers to the securities law of the people’s Republic of China, which came into force on March 1, 2020
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies implemented from February 14, 2020
Detailed rules for implementation refers to the detailed rules for the implementation of convertible corporate bond business of listed companies of Shenzhen Stock Exchange, which came into force on December 28, 2018
The articles of association refers to the Hunan Xiangjia Animal Husbandry Company Limited(002982) articles of association in force
The issuance plan refers to
