Hunan Qiyuan law firm
about
Hunan Xiangjia Animal Husbandry Company Limited(002982)
Public issuance of convertible corporate bonds
Supplementary legal opinion (II)
May, 2021
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") The relevant provisions of laws, administrative regulations, departmental rules and normative documents such as the measures for the administration of convertible corporate bonds, 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 of 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), in accordance with the business standards recognized by the lawyer industry Ethics and diligence, 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").
On March 19, 2021, the China Securities Regulatory Commission issued the notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as "the first feedback") No. 210590. On April 22, 2021, the bourse issued the supplementary legal opinion (I) 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 (I)") on the first feedback and the update of the issuer's financial situation from October 1, 2020 to December 31, 2020.
On April 27, 2021, the issuance Supervision Department of China Securities Regulatory Commission issued the letter on making preparations for the meeting of Hunan Xiangjia Animal Husbandry Company Limited(002982) Issuance Examination Committee (hereinafter referred to as the "notification letter"). The exchange is now checking the relevant matters of the notification letter, the update of the issuer's financial situation from January 1, 2021 to March 31, 2020, and the relevant major changes from the date of issuance of the supplementary legal opinion (I) to the date of issuance of this supplementary legal opinion, And issued the supplementary legal opinion (II) 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 (II)" or "this supplementary legal opinion").
This supplementary legal opinion is a supplement and adjustment to the relevant contents of the legal opinion, lawyer's work report and supplementary legal opinion (I). For the matters, relationships or abbreviations that have not changed in the legal opinion, lawyer's work report and supplementary legal opinion (I), the exchange will not repeatedly describe or disclose and express legal opinions in this supplementary legal opinion. Unless otherwise stated in this supplementary legal opinion, the statements and interpretations made in the legal opinion, lawyer work report and supplementary legal opinion (I) of the exchange are applicable to this supplementary legal opinion.
This supplementary legal opinion is a supplementary document to the legal opinion, lawyer work report, supplementary legal opinion (I) and should be used together with the legal opinion, lawyer work report and supplementary legal opinion (I). In case of any inconsistency between this supplementary legal opinion and the legal opinion, lawyer work report and supplementary legal opinion (I), 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
Section I reply to the notification letter five
1、 Question 2 about raised investment projects 5. Reply and update of section II on "one time feedback" thirty
1、 One time feedback question 1 thirty
2、 One time feedback question 2 thirty-one
3、 One time feedback question 3 thirty-four
4、 Question 4 of the first feedback 42 section III supplementary legal opinions on updating quarterly reports fifty-two
1、 Approval and authorization of this offering fifty-two
2、 The issuer's subject qualification for this offering fifty-two
3、 The substantive conditions of this offering fifty-two
4、 Establishment of the issuer fifty-four
5、 Independence of the issuer fifty-five
6、 Promoter or shareholder (actual controller) fifty-five
7、 The share capital of the issuer and its evolution fifty-six
8、 Issuer's business fifty-seven
9、 Related party transactions and horizontal competition fifty-eight
10、 The principal property of the issuer sixty-three
11、 Significant creditor's rights and debts of the issuer sixty-six
12、 Significant asset changes and mergers and acquisitions of the issuer sixty-seven
13、 Formulation and amendment of the issuer's articles of Association sixty-eight
14、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors sixty-eight
15、 Directors, supervisors and senior managers of the issuer and their changes sixty-nine
16、 Issuer's tax sixty-nine
17、 The issuer's environmental protection and product quality, technology and other standards seventy
18、 Use of previously raised funds seventy-one
19、 Application of funds raised by the issuer seventy-one
20、 The issuer's business development objectives seventy-two
21、 Litigation, arbitration or administrative punishment seventy-two
22、 Evaluation of the legal risk of the issuer's prospectus seventy-three
23、 Concluding observations seventy-four
Annex I: collective land leased by the issuer seventy-six
Section I reply to the notification letter
1、 Question 2 about raised investment projects
The applicant has many projects raised and invested this time, and plans to invest 299 million yuan of the raised funds in this issuance to build the "13.5 million high-quality chicken standardized breeding base project". The applicant's initial public offering in 2020 "12.5 million high-quality chicken standardized breeding base construction project" is also under construction. In addition, there were changes in the applicant's previous raised investment project. The board of directors held a meeting on August 25, 2020 to change the initial original raised investment project "the annual slaughter of 30 million high-quality chickens processing plant project (phase I)" to "the annual slaughter of 1 million pigs and meat products deep processing project". The construction of the original raised investment project has not yet started. According to the application materials, the approval of some forest lands and the filing procedures of facility agricultural land of this raised investment project have not been completed.
The applicant is requested to: (1) further explain the digestion measures for the new production capacity according to the situation that the production capacity will increase significantly after the implementation of the previous and current raised investment projects; (2) Combined with the changes of market environment, analyze and explain whether the prediction of economic benefits of raised investment projects is based on sufficient basis; (3) Explain the reasons and rationality of the change of the initial raised investment project when the original raised investment project has not started construction, whether the applicant has the experience of slaughtering pigs and meat products processing, talent reserve and relevant channels, the progress of the raised investment project after the change up to now, and whether the above change is inconsistent with the "13.5 million high-quality chicken standardized breeding base project" of the raised investment project; Whether there are still possible changes and potential impacts in this raised investment project, and whether the applicant has sufficient management ability to manage the implementation of many raised investment projects; (4) Explain and disclose the land use plan of the raised investment project, the specific arrangement and progress of land acquisition, and whether it complies with the land policy and relevant environmental protection regulations or requirements; (5) Whether there are major uncertainties in the implementation of land for raised investment projects, such as the alternative measures to be taken and the impact on the implementation of raised investment projects.
The sponsor, the applicant's lawyer and the accountant are requested to explain the verification method and process and express clear verification opinions.
reply:
Our lawyers have performed the following verification procedures:
1. Interview the issuer's management to understand the issuer's current production capacity and the digestion measures to be taken for the future new production capacity;
2. Consult the feasibility study report of the raised investment project, understand the calculation process of the economic benefits of the raised investment project and the calculation basis of the main indicators, consult the open market price data through the network, and analyze the rationality and prudence of the estimation of the main indicators;
3. Interview the issuer's management to understand the reasons for the issuer's change of the previous raised investment project, the issuer's experience in slaughtering pigs and meat products processing, talent reserve and relevant channels, verify the construction progress of the issuer's raised investment project, whether there is still possibility of change in this raised investment project, and the issuer's management ability for the raised investment project; 4. We have consulted the relevant approval documents or progress reports of the issuer's land transfer contract involved in this raised investment project, the filing of raised investment project, the reply to environmental assessment, the approval of forest land and the filing of facility agricultural land
