河南华英农业发展股份有限公司 2025 年第二次临时股东大会的 法律意见书 法律意见书 浙江天册律师事务所 关于 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 致：河南华英农业发展股份有限公司 浙江天册律师事务所（以下简称"本所"）接受河南华英农业发展股份有限 公司（以下简称"华英农业"或"公司"）的委托，指派本所律师傅剑、赵锦辉 参加公司 2025 年第二次临时股东大会，并根据《中华人民共和国证券法》（以下 简称"《证券法》"）、《中华人民共和国公司法》（以下简称"《公司法》"） 和《上市公司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其 他有关规范性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东大会召集、召开程序、出席人员 的资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议 所审议的议案内容和该等议案中所表述的事实或数据的真实性和准确性发表意见。 本法律意见书仅供公司 2025 年第二次临时股东大会之目的使用。本所律师同 意将本法律意见书随华英农业本次股东大会 ...

Market Overview - The aquaculture sector experienced a decline of 1.27% on September 17, with Tianyu Biological leading the drop [1] - The Shanghai Composite Index closed at 3876.34, up 0.37%, while the Shenzhen Component Index closed at 13215.46, up 1.16% [1] Stock Performance - Key stocks in the aquaculture sector showed varied performance, with 京基智农 (Jingji Zhino) closing at 17.21, up 0.35%, and 温氏股份 (Wens Foodstuff) remaining unchanged at 19.66 [1] - Tianyu Biological (天域生物) saw a significant decline of 5.73%, closing at 9.38 [2] - Other notable declines included 牧原股份 (Muyuan Foods) down 2.02% at 56.19 and 立华股份 (Lihua Agricultural) down 1.77% at 23.80 [2] Capital Flow - The aquaculture sector experienced a net outflow of 742 million yuan from institutional investors, while retail investors saw a net inflow of 643 million yuan [2] - The table of capital flow indicates that 民和股份 (Minhe Livestock) had a net inflow of 5.90 million yuan from institutional investors, while 京基智农 (Jingji Zhino) had a net inflow of 4.58 million yuan [3]

Core Viewpoint - Huaying Agriculture has received administrative regulatory measures from the China Securities Regulatory Commission (CSRC) for two violations of information disclosure [2][4]. Group 1: Violations of Information Disclosure - The first violation involves the delayed review and disclosure of an asset transfer agreement signed on January 15, 2020, between Huaying Agriculture's subsidiary and another company, which was only reviewed and disclosed on April 15, 2022 [3]. - The second violation pertains to the failure to follow the review process and disclose the abandonment of the right of first refusal for a 49% equity transfer in a subsidiary, which occurred in March 2023 [4]. Group 2: Regulatory Actions - The CSRC's Henan Regulatory Bureau has mandated Huaying Agriculture to correct these violations and issued warning letters to several individuals, requiring a written rectification report within 30 days [4]. Group 3: Company Background and Previous Violations - Huaying Agriculture, established in 1991, is a comprehensive food processing and down production enterprise, listed on the Shenzhen Stock Exchange since December 16, 2009 [4]. - This is not the first instance of violations; the company received a notice for false records in its 2020 annual report in November 2022 and faced regulatory measures for inaccurate performance forecasts in August 2023 [4]. Group 4: Financial Performance - In the first half of 2025, Huaying Agriculture reported a revenue of 2.071 billion yuan, a year-on-year decline of 4.89%, and a net loss of 20.63 million yuan, indicating a shift from profit to loss [5]. - The decline in performance is attributed to intensified competition and weak consumer demand in the meat duck industry, leading to lower market prices and pressure on gross margins, as well as a significant drop in investment income from the poultry seedling market [5]. Group 5: Strategic Responses - The company is actively implementing corrective measures and optimizing operational strategies to achieve annual business goals [6]. - Huaying Agriculture aims to enhance its market presence by increasing overseas shipments by 61.53% year-on-year and focusing on high-end and innovative functional down products to mitigate price fluctuations [6]. - In the food business, the company is transitioning from scale expansion to high value-added transformation, emphasizing internal growth, external exploration through partnerships or acquisitions, and focusing on high-margin product categories [6][7].

Group 1 - The poultry concept index rose by 1.80%, ranking fifth among concept sectors, with 19 stocks increasing in value, led by Tiankang Biological, Lihua Shares, and Huaton Shares, which rose by 8.20%, 7.25%, and 4.88% respectively [1] - The poultry sector saw a net inflow of 236 million yuan, with 15 stocks receiving net inflows, and 5 stocks exceeding 10 million yuan in net inflow, with Wens Foodstuffs leading at 186 million yuan [2][3] - The top net inflow ratios were recorded by Wens Foodstuffs at 9.12%, Huaying Agriculture at 5.31%, and Juxing Agriculture at 4.96% [3] Group 2 - The poultry sector's performance was notable, with a significant number of stocks showing positive movement, while some stocks like Huaying Agriculture and Shuanghui Development experienced declines of 1.03% and 0.51% respectively [1][2] - The trading volume and turnover rates for leading stocks in the poultry sector indicate strong investor interest, with Wens Foodstuffs having a turnover rate of 1.73% and Tiankang Biological at 10.72% [3][4] - The overall market sentiment for the poultry sector appears positive, as indicated by the net inflow of funds and the performance of key stocks [2][3]

Core Viewpoint - The company held its 24th meeting of the 7th Board of Directors on September 2, 2025, where several key resolutions were passed, including the abandonment of preemptive rights and the signing of a lease agreement, both of which involve related party transactions [2][3][6][25][27]. Group 1: Board Meeting Resolutions - The Board approved the resolution to abandon preemptive rights regarding the transfer of shares in a subsidiary, with a unanimous vote of 6 in favor and no opposition [3][12]. - The Board also approved the signing of a lease agreement with a related party, again with a unanimous vote of 6 in favor [6][27]. - Both resolutions will be submitted for approval at the upcoming second extraordinary general meeting of shareholders scheduled for September 19, 2025 [5][8]. Group 2: Related Party Transactions - The abandonment of preemptive rights pertains to the transfer of shares in Hangzhou Huaying Xintang Down Products Co., Ltd., where the company maintains its 51% ownership despite the transfer [10][11][18]. - The lease agreement involves the company's wholly-owned subsidiary, Huaying (Hangzhou) Food Technology Co., Ltd., leasing a property from a related party, with a total rental of RMB 2.3269 million over three years [25][32]. - The related party transactions have been reviewed and approved by independent directors, ensuring compliance with relevant regulations and that they do not harm the interests of the company or its shareholders [20][36]. Group 3: Upcoming Shareholder Meeting - The second extraordinary general meeting of shareholders is set for September 19, 2025, where shareholders will vote on the aforementioned resolutions [38][39]. - The meeting will allow for both on-site and online voting, ensuring accessibility for all shareholders [39][48]. - The agenda includes the approval of the resolutions passed by the Board, with specific provisions for related party shareholders to abstain from voting on relevant matters [45][46].

Group 1 - The company intends to sign a lease agreement with a related party for a property in Hangzhou, with a total rental fee of RMB 2.3269 million for a three-year term [1][2] - The related party, Donghe Commerce, is controlled by the daughter of the company's actual controller, which constitutes a related party transaction under the Shenzhen Stock Exchange rules [1][2] - The board of directors approved the lease agreement, with independent directors unanimously agreeing to submit the proposal for board review [1][5] Group 2 - The lease agreement is not classified as a major asset restructuring and does not require approval from relevant authorities [2] - The rental price is based on market rates for similar properties in the area, ensuring fairness and reasonableness [2][3] - The rental terms include a monthly payment structure, a security deposit of RMB 10,000, and the lessee is responsible for utility costs [3][4] Group 3 - The transaction aims to meet the daily operational needs of the company's subsidiary and will not significantly impact the company's financial status or independence [4][5] - The company has previously engaged in related transactions totaling RMB 20.9039 million, all of which followed the necessary approval procedures [4][5] - Independent directors confirmed that the lease transaction is a normal business activity and does not harm the interests of the company or its shareholders [5]

Core Viewpoint - The independent directors of Henan Huaying Agricultural Development Co., Ltd. reviewed and approved two proposals related to the waiver of preemptive rights and the signing of a lease agreement, concluding that these actions would not harm the company's or shareholders' interests [1][2]. Group 1: Waiver of Preemptive Rights and Related Transactions - The proposal to waive preemptive rights will not change the company's holding ratio in its controlling subsidiary and will not adversely affect the company's normal operations [1]. - The independent directors unanimously agreed to submit the proposal to the board for review, with a recommendation that related directors should abstain from voting [1]. Group 2: Lease Agreement and Related Transactions - The lease transaction is considered a normal commercial activity, adhering to legal and fair pricing procedures, and does not harm the interests of the company or all shareholders [2]. - The independent directors also unanimously agreed to submit this proposal to the board for review, with a recommendation that related directors should abstain from voting [2].

Overview - The company has decided to waive its right of first refusal regarding the transfer of equity in its subsidiary, Huaying Xintang, which is a joint venture with Hangzhou Xinmei Feather Products Co., Ltd. [1][2] Group 1: Transaction Details - The equity transfer involves Hangzhou Xinmei holding 49% of Huaying Xintang, corresponding to a registered capital of 122.5 million yuan, which has been fully paid [1]. - The transfer of the equity will not change the company's ownership percentage in Huaying Xintang, which remains at 51% post-transfer [4]. - The transaction is classified as a related party transaction due to the involvement of the company's actual controller and his family members [1][2]. Group 2: Board Approval Process - The board has approved the proposal to waive the right of first refusal and the related party transaction, with related directors abstaining from voting [2]. - The proposal was reviewed by independent directors prior to being submitted to the board, and all independent directors unanimously agreed to submit it for board consideration [2][5]. Group 3: Financial Impact and Company Position - The transaction does not constitute a major asset restructuring as defined by relevant regulations and does not require approval from regulatory authorities [2]. - The company maintains that the transaction will not affect its operational independence or financial health, as the ownership structure remains unchanged [4][5]. Group 4: Related Party Transactions - The total amount of related party transactions involving the actual controller and his affiliates has reached 20.9039 million yuan, all of which have followed the necessary approval procedures [5]. - The company has also applied for a borrowing limit of up to 1.5 billion yuan from the actual controller or his controlled enterprises [5]. Group 5: Independent Directors' Opinion - The independent directors have expressed that waiving the right of first refusal will not adversely affect the company's operations or shareholder interests, and they unanimously support the proposal [5].

Group 1 - The core point of the article is that Huaying Agriculture announced the approval of several proposals during its seventh board meeting, including the abandonment of preemptive rights and related party transactions [2] - The company has passed a proposal regarding the signing of a lease agreement, which is also categorized as a related party transaction [2]

Group 1 - The company, Huaying Agriculture, announced that it will hold its second extraordinary general meeting of shareholders for 2025 on September 19, 2025 [2] - The agenda for the meeting includes the proposal to provide guarantees for loans applied by its controlling subsidiary among other resolutions [2]