Henan Huaying Agricultural Development Co.Ltd(002321) independent director’s independent opinion that the occupation of non operating funds by the original controlling shareholder has been completely solved
In accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the working system of independent directors of the company and other laws and regulations and the relevant provisions of the company’s rules and regulations, we, as independent directors of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”), based on the principle of independent and objective judgment, We hereby express the following independent opinions on all the matters that have been solved for the occupation of non operating funds by the original controlling shareholder of the company:
1、 Basic information of occupation of non operating funds
On October 30, 2021, the company disclosed the announcement on the non operating capital occupation solution of the controlling shareholder and the signing of the restructuring intention financial investment agreement by the company (Announcement No.: 2021069) on the designated information disclosure media. According to the company’s self inspection, the controlling shareholder Henan Huangchuan Huaying poultry Corporation (hereinafter referred to as “controlling shareholder”, “Huaying poultry Corporation”) carried out financing in the name of the company in 2019, In essence, it constitutes the occupation of non operating funds of listed companies. As of October 20, 2021, the balance of non operating funds occupied by controlling shareholders was 898337 million yuan, accounting for 4.48% of the company’s audited net assets in 2020.
2、 Progress of Solutions
1. On December 31, 2021, the company disclosed the progress announcement on the occupation of non operating funds by controlling shareholders (Announcement No.: 2021095): after negotiation between the manager and the company and the restructuring investors, the company and Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership) (hereinafter referred to as “Dingxin Xinghua”), Henan Guangzhou ChenYue Industrial Co., Ltd. (hereinafter referred to as “Guangzhou Chenyue”) Xinyang Huaxin Investment Group Co., Ltd. (hereinafter referred to as “Xinyang Huaxin”), Huangchuan agricultural investment new kinetic energy enterprise management center (limited partnership) (hereinafter referred to as “agricultural investment new kinetic energy”) and Xinyang Guangxing equity investment management center (limited partnership) (hereinafter referred to as “Guangxing equity”) signed the Henan Huaying Agricultural Development Co.Ltd(002321) restructuring investment agreement (hereinafter referred to as “restructuring investment agreement”). The basic contents of the agreement are as follows:
(1) Dingxin Xinghua will use about 362484500 yuan to conditionally transfer about 511893600 shares of Huaying agriculture and solve the problem of occupation of non operating funds by the controlling shareholder of 431125 million yuan;
(2) Guangzhou Chenyue will use about 241838600 yuan to conditionally transfer about 341519900 shares of Huaying agriculture and solve the occupation of non operating funds by the controlling shareholder of 287633 million yuan;
(3) Xinyang Huaxin will use about 740952 million yuan to conditionally transfer about 1046358 million shares of Huaying agriculture and solve the problem of non operating capital occupation of 8.8126 million yuan by the controlling shareholder;
(4) The new kinetic energy of agricultural investment will be used to conditionally transfer about 445991 million shares of Huaying agriculture converted into shares with about 315817 million yuan and solve the problem of occupation of non operating funds by the controlling shareholder of 3.7562 million yuan;
(5) Guangxing’s equity will be used to conditionally transfer about 639867 million shares of Huaying agriculture converted into shares with about 453106 million yuan and solve the problem of occupation of non operating funds by the controlling shareholder of 5.3891 million yuan.
2. On January 4, 2022, the company disclosed the announcement on the completion of the return of non operating funds occupied by the controlling shareholder (Announcement No.: 2022003): according to the restructuring investment agreement, the restructuring investor has paid the investment money to the bank account designated by the manager, of which 898337 million yuan has been paid by the manager to the company. As of the disclosure date of this announcement, the non operating capital occupation of the controlling shareholder has been fully repaid.
3. On April 28, 2022, Asia Pacific (Group) Certified Public Accountants (special general partnership) issued the special verification instructions on matters related to the occupation of Henan Huaying Agricultural Development Co.Ltd(002321) non operating funds.
To sum up, we believe that the occupation of non operating funds by the original controlling shareholder of the company has been fully resolved, effectively safeguarding the interests of the company and the majority of shareholders. At the same time, we require the company to further strengthen the construction of internal control and put an end to such things.
(there is no text on this page, which is the signature page of Henan Huaying Agricultural Development Co.Ltd(002321) independent directors’ independent opinions on the full settlement of the occupation of non operating funds by the original controlling shareholder) independent directors:
Zhu Hu Pingwu Zongzhang Ye Jinpeng
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors
specific date
