华英农业: 关于放弃优先购买权暨关联交易的公告

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].