Legal opinion
Henan Hanxin law firm
April 15, 2022
Henan Hanxin law firm
About Henan Huaying Agricultural Development Co.Ltd(002321)
Completion of reorganization plan
Legal opinion
To: Henan Huaying Agricultural Development Co.Ltd(002321)
introduction
Henan Hanxin law firm (hereinafter referred to as “our firm”) has accepted the entrustment of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “Huaying agriculture”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the enterprise bankruptcy law of the people’s Republic of China (hereinafter referred to as “bankruptcy law”) The measures for the administration of securities issuance of listed companies, the Listing Rules of Shenzhen Stock Exchange (revised in 2022) and other laws, regulations, rules and other normative documents, as well as the relevant provisions of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (hereinafter referred to as the “reorganization plan”), carry out special examination on the completion of the implementation of the reorganization plan, and issue this legal opinion.
Statement
For the issuance of this legal opinion, the exchange declares as follows:
1. In order to issue this legal opinion, our lawyer checked the following documents provided by the client: (1) the (2021) Yu 15 Po Shen No. 4 civil ruling, (2021) Yu 15 Po 6-1 decision, (2021) Yu 15 Po 6-1 civil ruling and (2021) Yu 15 Po 6-4 civil ruling made by Xinyang intermediate people’s Court (hereinafter referred to as “Xinyang intermediate court”);
(2) Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan;
(3) Report on the implementation of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan submitted by Huaying agriculture to the manager;
(4) The supervision report on the implementation of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan submitted by the manager to Xinyang intermediate people’s Court (hereinafter referred to as the “supervision report”).
2. The firm and its handling lawyers have not participated in the formulation and implementation of the reorganization plan of Huaying agriculture, and only express opinions on relevant legal issues related to the completion status of such reorganization plan. For the fact that it is very important to issue this special verification opinion and cannot be supported by independent evidence, our lawyers rely on the certificates, testimony or documents issued or provided by Huaying agriculture or its managers to issue legal opinions.
3. Our lawyers agree that Huaying agriculture will submit this special verification opinion together with other materials to Shenzhen Stock Exchange. Without the written consent of the exchange, no one shall use it for any other purpose.
4. Before issuing the legal opinion, the law firm has obtained the following guarantee and commitment from the client: that is, it has provided the lawyers of the firm with copies of various documents and materials that are necessary, true, legal and effective for issuing the legal opinion. The signatures or seals of relevant materials are true. The copies are consistent with the original and the copies are consistent with the original, without concealment, omission, falsehood or misleading.
In view of this, the firm and its lawyers, in accordance with the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility of the lawyer industry, issue the following legal opinions:
Text
1、 Relevant facts
On November 20, 2021, Xinyang intermediate people’s Court issued (2021) Yu 15 Po Shen No. 4 civil ruling and (2021) Yu 15 Po No. 6-1 decision, ruling to accept the creditor Huangchuan Ruihua Supply Chain Management Co., Ltd.’s application for restructuring Huaying agriculture, and appointed Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership) Henan Branch as managers, Be responsible for relevant work during reorganization.
On December 22, 2021, the first creditors’ meeting of Huaying agriculture voted and approved Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft). On the same day, Xinyang intermediate people’s court ruled to approve the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan and terminate the Huaying agricultural reorganization procedure.
On April 11, 2022, Huaying agriculture submitted the report on the implementation of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan to the manager, reporting that the company has completed the implementation of the reorganization plan. On the same day, the manager submitted the supervision report to Xinyang intermediate people’s court, reporting the relevant situation of the manager supervising the company’s implementation of the reorganization plan, believing that the implementation of the reorganization plan has been completed, and submitted to the court for ruling to confirm the completion of the implementation of the reorganization plan and terminate the Huaying agricultural reorganization procedure.
On April 14, 2022, Xinyang intermediate people’s Court issued the civil ruling (2021) Yu 15 Po No. 6-4, confirming the completion of the implementation of Huaying agricultural restructuring plan and terminating Huaying agricultural restructuring procedures.
2、 Legal analysis
(I) standards for completion of reorganization plan
According to paragraph 3 of Article 6 of the reorganization plan, the implementation of the reorganization plan shall be deemed to be completed after all the following conditions are met and the manager issues the supervision report on the implementation of the reorganization plan: 1. Property secured creditor’s rights, tax creditor’s rights, employee’s rights and ordinary creditor’s rights have been paid off, deposited and reserved according to the creditor’s rights adjustment and compensation plan, and the distribution not received by the creditor has been deposited in accordance with the provisions of the reorganization plan; The restructuring expenses payable according to the provisions of the restructuring plan have been paid;
2. According to the provisions of the reorganization plan, the reorganization investor has paid the investment money in full to the bank account of the manager, and the converted shares used to introduce the reorganization investor have been transferred to the securities account designated by the reorganization investor.
In addition, if the creditor and Huaying agriculture reach a separate settlement agreement without prejudice to the interests of other creditors, it can be regarded as that the creditor has been paid off in accordance with the provisions of the reorganization plan.
(II) the reorganization plan has been implemented
According to the provisions of articles 89 and 90 of the bankruptcy law and the reorganization plan, Huaying agriculture is responsible for the implementation of the reorganization plan and supervised by the manager.
On April 11, 2022, Huaying agriculture submitted the report on the implementation of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan to the manager, believing that it has reached the standard of completion of all implementation specified in the reorganization plan. If the creditor’s rights have not been paid off according to the implementation of the stock plan and the trustee’s plan, the supervisor shall provide the creditor with the information that the creditor’s rights have not been paid off according to the implementation of the stock plan and the trustee’s payment of the creditor’s rights has not been completed, and the trustee shall provide the information that the creditor’s rights have not been paid off according to the implementation of the stock plan and the trustee’s payment of the creditor’s rights has not been paid off on the same date, Meet the first standard after the implementation of the reorganization plan; The fee for accepting reorganization cases and the expenses incurred by the manager in performing his duties have been paid at any time according to the actual situation. If the payment conditions are not met, it has been deposited, which meets the first standard for the completion of the implementation of the reorganization plan; The restructuring investor has paid all the transfer price of converted shares, and Huaying agriculture has transferred the corresponding converted shares to the securities account designated by the restructuring investor, which meets the second standard of the completion of the implementation of the restructuring plan.
On April 14, 2022, Xinyang intermediate people’s court made a civil ruling ((2021) Yu 15 Po No. 6-4). Based on the ascertained facts and the supervision and confirmation of the manager, it considered that Huaying agriculture had reached the completion standard specified in the reorganization plan, and confirmed that Huaying agriculture had completed the implementation of the reorganization plan.
3、 Concluding observations
To sum up, the implementation of Huaying agricultural restructuring plan has met the standard of completion of the implementation of the restructuring plan; Moreover, the manager has submitted the supervision report according to law, Xinyang intermediate people’s court has also confirmed that the implementation of the reorganization plan has been confirmed by the effective judicial documents. Therefore, our lawyers believe that the reorganization plan has been implemented.
This legal opinion is made in sextuplicate and issued after being signed and sealed by the firm and its lawyers. [no text below, followed by signature page]
[there is no text on this page, which is the signature page of the legal opinion of Henan Hanxin law firm on the completion of the implementation of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan]
Henan Hanxin law firm
Handling lawyer:
Handling lawyer:
April 15, 2022
Attachment: 1 copy of practice license of Henan Hanxin law firm;
One copy of lawyer’s practice certificate of Dong Dalei and Ji Lin respectively.
