China Merchants Securities Co.Ltd(600999) about
Yinyi Co.Ltd(000981) special opinions on adjusting the calculation results of the ex right reference price of capital reserve converted into share capital
Shenzhen Stock Exchange:
On June 23, 2020, Ningbo intermediate people’s Court of Zhejiang Province (hereinafter referred to as “Ningbo intermediate people’s court”) made (2019) zhe 02 Po Shen No. 23 civil ruling according to law, ruled to accept the reorganization application of Yinyi Co.Ltd(000981) (hereinafter referred to as “Yinyi shares”), and made (2020) zhe 02 Po No. 4 decision on August 28, 2020, It is decided that the liquidation group of Yinyi enterprise shall formally perform the duties of manager (hereinafter referred to as “manager”). On December 11, 2020, the Yinyi Co.Ltd(000981) reorganization plan (hereinafter referred to as the “reorganization plan”) was adopted by the vote of the second creditors’ meeting and the investors’ group meeting of Yinyi shares. On December 14, 2020, Ningbo intermediate people’s Court issued the civil ruling (2020) zhe 02 Po No. 4, which ruled to approve the reorganization plan and terminate the reorganization procedure of Yinyi shares.
According to the investor’s equity adjustment plan in the reorganization plan, taking the existing total share capital of Yinyi shares as the base, the capital reserve will be converted into shares according to the proportion of 6.48 shares per 10 shares. A total of 2.610 billion shares can be converted into shares. After the conversion, the total share capital of Yinyi shares will increase from 4.028 billion shares to 6.638 billion shares. After that, based on 6.638 billion shares, the capital reserve will be increased according to the proportion of 5.06 shares per 10 shares, with a total of about 3.359 billion shares. After the conversion, the total share capital of Yinyi shares will eventually increase to 9.997 billion shares, with a total of 5.969 billion shares converted, and the total share change ratio is 148.20% (the exact number of shares converted will be subject to the number actually registered and confirmed by zhongdeng Shenzhen Branch).
Among the above converted shares, 1.431 billion converted shares shall be distributed to all shareholders except the controlling shareholders and their controlling shareholders. All the remaining converted shares will no longer be distributed to the original shareholders, and will be transferred and specially used to introduce restructuring investors and pay off liabilities in accordance with the provisions of the restructuring plan. For details, please refer to the announcement of the Yinyi Co.Ltd(000981) manager on the investor equity adjustment scheme of the reorganization plan (Draft) disclosed by the listed company on November 26, 2020.
According to the risk warning announcement of Yinyi Co.Ltd(000981) on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2022-004) disclosed by Yinyi shares on February 16, 2022, the company, in accordance with the provisions of article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in December 2020), The calculation formula of ex right reference price is adjusted. The following calculation formula is applicable to the ex right reference price of Yinyi shares:
“Ex right (interest) reference price = [(previous closing price – cash dividend) + consideration for shares 2 obtained by restructuring investors * share change proportion 2 + consideration for shares obtained by creditors * share change proportion] / (1 + total share change proportion).”
Since cash dividend, stock dividend and allotment are not involved, the price of cash dividend and allotment in the formula is 0. At the same time, a total of 1.549 billion shares (equivalent to 38.46% of the total shares of the original listed company, i.e. the share change ratio is 38.46%) were used to offset the company’s debt by paying off the debt with shares, with a consideration of RMB 3.96 per share; A total of 2.988 billion shares (equivalent to 74.19% of the total share capital of the original listed company, i.e. the share change ratio is 74.19%) were transferred to the restructuring investors. The restructuring investors transferred these shares on the condition of paying cash consideration, solving the remaining problems of the listed company and providing business development support to the listed company, and paid a total cash consideration of RMB 3.200 billion. Among the shares transferred and cash consideration paid by the above-mentioned investors, (1) in order to realize the investment of restructuring investors in Yinyi shares and properly solve the historical problems of capital occupation and cash dividend return, the restructuring investors will pay the price of about RMB 2.07814/share (the interest on capital occupation will be calculated until December 31, 2020, that is, the consideration for shares 1 obtained by the restructuring investors), Transfer 1.178 billion performance compensation shares available to the controlling shareholders and their controlling shareholders into shares, and the consideration from the transfer will be used to pay off the funds occupied by its controlling shareholders and related parties and the cash dividends to be returned by Ningbo Shengzhou Investment Co., Ltd. and Tibet Yinyi Investment Management Co., Ltd. in accordance with the provisions of the reorganization plan, Since this part of stock payment will not bring substantial improvement to the owner’s equity of the listed company, it will not be used as the calculation base of this ex right price; (2) Through the market bidding method of publicly selecting reorganization investors in judicial proceedings, the reorganization investors transferred 1.810 billion shares transferred by all Yinyi shareholders to increase shares at a price of about 0.41522 yuan / share (i.e. the consideration for the reorganization investors to obtain share 2) (i.e. the reorganization investors to obtain share 2, and the change ratio of share 2 is 44.94%), As its main purpose is to conditionally introduce restructuring investors and pay off the liabilities of Yinyi shares by paying off debts with shares, which will bring substantial value improvement to the owner’s equity of listed companies, it is used as the calculation base of this ex right price.
To sum up, the closing price of the silver dollar share ex dividend date is 3.50 yuan / share, and the adjusted reference price of the ex dividend interest rate is 2.10 yuan / share after the implementation of the Silver billion share capital.
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “independent financial adviser”) as the independent financial adviser in the reorganization of Yinyi shares, after careful review, The calculation results of the above ex right and ex dividend reference price meet the calculation results of the calculation formula in the company’s Yinyi Co.Ltd(000981) risk warning announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2022-004).
In addition, the ex right reference price is the reference price formed based on the ex right principle, not the actual transaction price. The independent financial adviser hereby reminds investors to make investment decisions carefully according to the actual situation of the company.
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China Merchants Securities Co.Ltd(600999) mm / DD / 2022
