Group 1 - The company held its second extraordinary general meeting of shareholders on September 19, 2025, with a total of 213 shareholders and proxies attending, representing 458,987,037 shares, which is 22.3081% of the total voting shares [5][3] - The meeting was conducted in compliance with relevant laws and regulations, and the voting procedures were deemed legal and valid [4][12] - The company approved several resolutions, including providing guarantees for a subsidiary's loan, with 99.8233% of the votes in favor [7][8] Group 2 - The company received an administrative regulatory measures decision from the Henan Securities Regulatory Bureau, requiring it to rectify issues related to information disclosure [14][15] - Specific issues identified included delays in asset transfer disclosures and failure to follow procedures for waiving the right of first refusal on share transfers [15][16] - The company has implemented corrective measures, including holding additional board and shareholder meetings to address the issues and enhance compliance management [17][19]

Core Viewpoint - Huaying Agriculture has initiated corrective actions following the issuance of a regulatory decision by the Henan Securities Regulatory Bureau, which identified issues related to asset transfer and failure to disclose important information [1][2]. Issues Identified - The company failed to timely review and disclose an asset transfer agreement signed on January 15, 2020, with a subsidiary, which was only reviewed by the board on April 15, 2022, violating relevant disclosure regulations [2]. - The company also neglected to follow the review process and disclose the abandonment of the minority shareholders' right of first refusal regarding a 49% equity transfer in March 2023, which similarly breached disclosure regulations [2]. Corrective Measures - The company held board meetings on September 2 and September 19, 2025, to review and approve the necessary disclosures regarding the abandonment of the right of first refusal and related transactions [3]. - Strengthening compliance management and mechanism construction, requiring responsible personnel to enhance their understanding of relevant laws and regulations, and clarifying reporting obligations and processes [3]. - Conducting professional training for key personnel, including directors and senior management, to improve compliance with information disclosure practices [3]. Summary of Rectification - The regulatory measures from the Henan Securities Regulatory Bureau serve as a significant warning for the company to enhance internal controls, improve information disclosure quality, and elevate governance standards [4]. - The company has completed the necessary rectifications and aims to continuously optimize its execution, focusing on legal education for responsible personnel and improving the information disclosure management system to protect the interests of the company and its shareholders [4].

河南华英农业发展股份有限公司 关于收到河南证监局行政监管措施决定书 的整改报告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 河南华英农业发展股份有限公司（以下简称"公司"或"华英农 业"）及相关责任人员收到中国证券监督管理委员会河南监管局（以 下简称"河南证监局"）出具的《关于对河南华英农业发展股份有限 公司实施责令改正措施并对有关责任人员实施出具警示函措施的决 定》（[2025]32 号）（以下简称"《决定书》"），要求公司对《决 定书》中指出的问题进行整改。具体内容详见公司于 2025 年 8 月 23 日在巨潮资讯网（www.cninfo.com.cn）披露的《关于公司及相关人 员收到行政监管措施决定书的公告》（公告编号：2025-029）。 公司收到河南证监局《决定书》后高度重视，及时向公司董事、 监事、高级管理人员及相关部门人员进行了通报，并迅速组织相关人 员对《决定书》中涉及的问题进行了全面梳理和针对性的讨论分析， 按照相关法律、法规及规范性文件和《公司章程》的要求，结合公司 实际情况，针对《决定书》中提出的问题和要求，认真制定整改计划， 落实 ...

证券代码：002321 证券简称：华英农业 公告编号：2025-040 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会未出现否决提案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开情况 河南华英农业发展股份有限公司（以下简称"公司"）于 2025 年 9 月 4 日在指定信息披露媒体《证券时报》《证券日报》《上海证 券报》和巨潮资讯网（www.cninfo.com.cn）刊登了《关于召开 2025 年第二次临时股东大会的通知》（公告编号：2025-039）。本次股东 大会的召集人为公司董事会，会议采取现场投票和网络投票相结合的 方式举行。 1、现场会议于 2025 年 9 月 19 日（周五）10 点 00 分开始，在 河南省潢川县产业集聚区工业大道 1 号 16 楼会议室召开。公司董事 长许水均先生因公务原因，无法现场参会，经董事会过半数董事推举， 由公司董事张勇先生主持本次股东大会。 2、公司通过深圳证券交易所交易系统和互联网投票系统向全体 股东提供网络形式的投票平台。通过交易系统进行网络投票的时间 ...

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]