Hunan Qiyuan law firm
about
Hunan Xiangjia Animal Husbandry Company Limited(002982)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
April, 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") 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").
Now, the exchange has issued the notice of the CSRC on one-time feedback on the examination of administrative licensing projects (hereinafter referred to as "one-time feedback") No. 210590 issued by the China Securities Regulatory Commission on March 19, 2021 The issuer shall update its financial situation from October 1, 2020 to December 31, 2020 and check the relevant major changes from the date of issuance of the legal opinion and the lawyer's work report to the date of issuance of this supplementary legal opinion, And 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)" or "this supplementary legal opinion").
This supplementary legal opinion is a supplement and adjustment to the relevant contents of the legal opinion and the lawyer's work report. For the matters, relationships or abbreviations that have not changed in the legal opinion and the lawyer's work report, 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 and lawyer work report of the exchange are applicable to this supplementary legal opinion.
This supplementary legal opinion is a supplementary document to the legal opinion and lawyer's work report and should be used together with the legal opinion and lawyer's work report. In case of any inconsistency between this supplementary legal opinion and the legal opinion and lawyer's work report, 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 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.
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 "one time feedback" 5 I. question 1 of the first feedback 5 II. Question 2 of the first feedback 6 III. question 3 of the first feedback 5 IV. question 4 of the first feedback 17 section II supplementary legal opinions on updating the annual report 27 I. approval and authorization of this offering 27 II. The issuer's subject qualification for this offering 27 III. substantive conditions of this offering 28 IV. establishment of the issuer 38 v. independence of the issuer 38 VI. promoter or shareholder (actual controller) 39 VII. The share capital of the issuer and its evolution 40 VIII. Business of the issuer 40 IX. related party transactions and horizontal competition 43 X. main property of the issuer 50 Xi. Major creditor's rights and debts of the issuer 62 XII. Major asset changes and mergers and acquisitions of the issuer 71 XIII. Formulation and amendment of the issuer's articles of Association 74 XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 74 XV. Directors, supervisors and senior managers of the issuer and their changes 75 XVI. Tax of the issuer 78 XVII. Environmental protection, product quality, technology and other standards of the issuer 82 XVIII. Use of the previously raised funds 83 XIX. Application of funds raised by the issuer XX. Business development objectives of the issuer 84 21. Litigation, arbitration or administrative punishment 84 XXII. Evaluation of the legal risk of the issuer's prospectus 86. Concluding comments Annex I: collective land leased by the issuer eighty-eight
Section I reply to the first feedback
1、 One time feedback question 1
Some forest land approval and facility agricultural land filing procedures of the raised investment project have not been completed. Please supplement the progress of relevant land use, whether there are legal obstacles and whether the smooth implementation of the raised investment project can be guaranteed. The sponsor and the applicant's lawyer are invited to give verification opinions.
reply:
Our lawyers have performed the following verification procedures:
1. Reviewed the land transfer contract, forest land approval and facility agricultural land filing related approval documents or progress notice of the issuer's raised investment project;
2. Obtain the instructions issued by the Issuer on the examination and approval of forest land of raised investment projects and the filing of facility agricultural land; 3. We have consulted the rural land contract law of the people's Republic of China and other relevant laws, regulations and policies. On the basis of careful verification, our lawyers express the following opinions:
At the time of this issuance declaration, the issuer's projects involving raised investment projects that have not completed the forest land approval and facility agricultural land filing procedures are Zhangjiashan chicken farm project in Lishan village, Jiashan town and Fuping village chicken farm project in Jiashan town. As of the date of issuance of this supplementary legal opinion, the specific conditions of forest land approval and facility agricultural land filing of the above-mentioned raised investment projects are as follows:
Serial number project name forest land approval facility agricultural land filing
Forest land acquired for use
Zhangjia approval form of Lishan village, Yujiashan Town, 13.5 million yuan (Xianglin has completed the filing: Shijia)
1 high quality chicken standard pheasant field Xu Zhun [2021] 415 (2021) 03
Chemical breeding base No.)
2. The chicken farm in Fuping village, Jiashan town of the project has been put on record by Hunan forestry bureau: Shijia
Approved (2021) No. 04
After verification, in terms of the forest land approval of the above-mentioned raised investment project, the issuer of Zhangjiashan chicken farm project in Lishan village, Jiashan town has obtained the approval letter for the use of forest land issued by Hunan forestry bureau (xllxz [2021] No. 415); For the chicken farm project in Fuping village, Jiashan Town, the issuer has passed the review of Hunan Forestry Bureau in March 2021 and has yet to obtain the approval form for the use of forest land issued by Hunan forestry bureau after the payment is completed.
With regard to the filing of facility agricultural land of the above-mentioned raised investment projects, the issuer has completed the filing procedures of facility agricultural land of the above-mentioned raised investment projects and obtained the filing form of facility agricultural land of Shimen County "Shijia (2021) No. 03" and "Shijia (2021) No. 04" respectively.
Accordingly, our lawyers believe that the issuer has completed the filing procedures of facility agricultural land for all raised investment projects, and the forest land approval procedures are only for the chicken farm project in Fuping village, Jiashan town. The approval letter for the use of forest land has not been obtained yet, but it has been approved by Hunan forestry bureau. At present, the issuer is actively promoting the handling of forest land approval procedures for the chicken farm project in Fuping village, Jiashan town. There are no predictable legal obstacles to the handling of relevant procedures, which can ensure the smooth implementation of the raised investment project.
2、 Question 2 of the first feedback
Please supplement the applicant's information on the administrative penalties imposed on the applicant and its subsidiaries and the corresponding rectification measures taken during the reporting period, and whether the relevant circumstances comply with the measures for the administration of securities issuance of listed companies and other laws and regulations. The recommendation institution and lawyers are invited to give verification opinions.
reply:
Our lawyers have performed the following verification procedures:
1. Consulted the punishment documents, instructions or certificates issued by relevant competent departments;
2. Understand the specific situation of relevant administrative punishment from the issuer and obtain the statement of rectification and the certificate of payment of fine issued by the issuer;
3. We have consulted relevant laws, regulations and policies such as the law of the people's Republic of China on administrative punishment, the law of the people's Republic of China on fire control, the law of the people's Republic of China on the prevention and control of water pollution and so on.
On the basis of careful verification, our lawyers express the following opinions:
During the reporting period, the administrative penalties imposed on the issuer and its subsidiaries are as follows:
Sequence of punishment time punishment organ punishment reason and punishment of the punished unit
