Securities code: Henan Huaying Agricultural Development Co.Ltd(002321) securities abbreviation: ST Huaying Announcement No.: 2022050 Henan Huaying Agricultural Development Co.Ltd(002321)
Announcement on related party transactions due to asset auction transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Basic information of transaction
On December 22, 2021, Xinyang intermediate people’s Court (hereinafter referred to as “Xinyang intermediate people’s court”) served (2021) Yu 15 Po No. 6-1 civil ruling, approved the reorganization plan of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”) and terminated the reorganization procedure of the company.
According to the relevant provisions on asset disposal in the reorganization plan and reported to Xinyang intermediate people’s court, in order to further peel off non main business assets, optimize the company’s asset quality and improve asset profitability, the company auctioned the bankruptcy liquidation platform on jd.com from 13:00 on April 8, 2022 to 13:00 on April 9, 2022 (except for delay) (website: https://auction.jd.com./bankrupt.html ）The company held 24.8% equity of Henan Agricultural Investment Development Co., Ltd. (hereinafter referred to as “agricultural investment development”) and a real estate in Zhengzhou for the first public auction, with a starting price of 754648 million yuan. Both the first public auction and the second public auction have been sold out. The publicity period of the third auction has expired and was successfully sold on April 27, 2022. According to the confirmation of auction transaction, Henan Lianchuang Rongjiu Supply Chain Management Co., Ltd. (hereinafter referred to as “Lianchuang Rongjiu”) acquired the above assets for 369778 million yuan.
2. Association relationship
The company holds 24.8% equity of agricultural investment development, Mr. Li Shiliang, deputy general manager of the company, is the director of agricultural investment development, Mr. Wang Kaijiang, managing director of the company, is the supervisor of agricultural investment development, and agricultural investment development holds 100% equity of Lianchuang Rongjiu. Lianchuang Rongjiu is a related party of the company according to relevant provisions such as stock listing rules of Shenzhen Stock Exchange and management system for major operation and investment decisions of the company. The above bidding matters constitute related party transactions, Having been deliberated and approved by the board of directors, Mr. Wang Kaijiang, a related director, avoided voting and did not need to be submitted to the general meeting of shareholders for deliberation.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
1. Name of related party: Henan Lianchuang Rongjiu Supply Chain Management Co., Ltd
Nature of enterprise: limited liability company
Registered address: No. 19, Zhengguang North Street, Zhengzhou area (Zhengdong), Henan pilot Free Trade Zone
Legal representative: Wang Xiangyang
Registered capital: 100 million yuan
Main business: supply chain management; Enterprise management consulting; Wholesale and retail; Agricultural and sideline products, aquatic products, non-ferrous metals, etc.
Main shareholder and actual controller: Henan Agricultural Investment Development Co., Ltd. holds 100% shares.
2. Association description
The company holds 24.8% of the equity of agricultural investment development, and Mr. Li Shiliang, the deputy general manager of the company, is the director of agricultural investment development, and Mr. Wang Kaijiang, the managing director of the company, is the supervisor of agricultural investment development. Agricultural investment development holds 100% of the equity of Lianchuang Rongjiu. According to the stock listing rules of Shenzhen Stock Exchange and the management system of major operation and investment decisions of the company, Lianchuang Rongjiu is the related party of the company.
3. Lianchuang Rongjiu is a company that exists and operates normally according to law and is not a dishonest executee.
3、 Basic information of related party transactions
1. Subject matter of transaction
(1) Name: Henan Agricultural Investment Development Co., Ltd
Nature of enterprise: limited liability company
Registered address: Xingrui Huijin international, the intersection of Xingang Avenue and Shunying Road, Zhengzhou Airport Economic Comprehensive Experimental Zone
Legal representative: Xu Yuedong
Registered capital: 500 million yuan
Main business: supply chain service management, etc.
(2) Major shareholders:
Proportion of capital subscribed by shareholders (10000 yuan)
Henan Agricultural Investment Financial Holding Co., Ltd. 1760035.2%
company
Huaying agriculture 1240024.8%
Henan Zhonghua Real Estate Co., Ltd. 1 Shenzhen Zhongheng Huafa Co.Ltd(000020) %
Henan Jinshan Chemical Co., Ltd. 1 Shenzhen Zhongheng Huafa Co.Ltd(000020) %
Total 5 Shenzhen Ecobeauty Co.Ltd(000010) 0%
The company holds 24.8% of its shares with an estimated value of 819958 million yuan.
2. Transaction target II
(1) Regional real estate in Zhengzhou (real estate certificate No.: Zhengzhou Fangquan Zheng Zi No. 049070). (2) The assessed value of the property is 123353 million yuan.
4、 Pricing policy and basis of related party transactions
According to the company’s reorganization plan, the company divested the assets to be disposed of respectively, and determined the starting price for public disposal and realization according to the evaluation report issued by the professional evaluation institution. 5、 Purpose and impact of related party transactions
In order to protect the legitimate interests of creditors to the greatest extent, the company will, with reference to the auction law of the people’s Republic of China and relevant regulations, determine the appraisal value in principle, and take legal methods such as public auction, public sale and agreement transfer to peel off some of the existing assets that affect the profitability of the listed company, so as to avoid further erosion of the profits of the listed company and improve the asset structure of Huaying agriculture, Optimize the quality and profitability of the company’s assets.
6、 Accumulated various connected transactions with the connected person
From the beginning of this year to the date of this announcement, the company has no related party transactions with the related party.
7、 Prior approval and independent opinions of independent directors
Prior approval opinion: the company is auctioning inefficient assets according to the reorganization plan. Lianchuang Rongjiu, a related party of the company, has become the buyer fairly, fairly and publicly through legal channels, which is not the result of the active behavior of the listed company. Therefore, we agree that the company will promote the matter according to normal procedures.
Independent opinion: due to the company’s promotion of bankruptcy reorganization and stripping of inefficient assets, the related party transaction was publicly auctioned on the Jingdong auction bankruptcy Qiangqing platform, and the related parties participated in the public bidding auction in accordance with the law. The final success of the bidding is a market-oriented behavior, in line with the provisions of relevant laws, regulations and normative documents, in line with the principles of fair, open and fair market business, and did not harm the interests of the company and shareholders. Agree that the company’s asset auction transaction constitutes a related party transaction.
It is hereby explained
Henan Huaying Agricultural Development Co.Ltd(002321) board of directors April 30, 2002
