Shanghai SHANGZHENG Hengtai law firm
About Yinyi Co.Ltd(000981) bankruptcy reorganization
Legal opinion on the calculation result of ex right reference price for the adjustment of capital reserve converted into share capital
February 18, 2002
Shanghai SHANGZHENG Hengtai law firm
About Yinyi Co.Ltd(000981) bankruptcy reorganization
Calculation results of ex right reference price adjusted by conversion of capital reserve into share capital
Legal opinion
Shanghai SHANGZHENG Hengtai law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Yinyi Co.Ltd(000981) (hereinafter referred to as “Yinyi shares” or “the company”) in accordance with the company law of the people’s Republic of China, the enterprise bankruptcy law of the people’s Republic of China and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the trading rules) and other laws, regulations, normative documents (hereinafter referred to as the “laws and regulations”) and the Yinyi Co.Ltd(000981) articles of Association issued a legal opinion on the calculation results of the ex right reference price for the conversion of capital reserve for bankruptcy reorganization of Yinyi shares into share capital. In order to issue this legal opinion, our lawyer declares as follows:
1. Our lawyers give legal opinions based on the facts that have occurred or exist before the issuance date of this legal opinion and the current laws, regulations, rules and relevant normative documents of China.
2. In order to issue this legal opinion, our lawyers consulted the documents that we considered necessary for issuing this legal opinion, made inquiries or necessary discussions with relevant personnel on relevant matters, and finally relied on the documents, materials, statements and explanations provided by Yinyi shares and relevant parties to the exchange.
3. Before issuing this legal opinion, Yinyi shares has made the following guarantee to the exchange: the company has provided the exchange with all and true original written materials, copies, copies or oral testimony necessary for issuing this legal opinion, and there is no falsehood, omission or concealment; If the documents are copies or copies, their contents shall be consistent with the original or the original; The documents and the signatures and seals on the documents are authentic; The signatories of all documents submitted to the exchange have full civil capacity, and their signing has been properly and effectively authorized; The validity of the original of each document has not been revoked by relevant government departments within its validity period, and it is held by its respective legal holders on the date of issuance of this legal opinion.
4. In this legal opinion, our lawyers only express legal opinions on matters that have occurred or exist before the issuance date of this legal opinion and are related to the calculation results of the ex right reference price for the adjustment of capital reserve converted into share capital in the equity adjustment plan of bankruptcy reorganization contributors. The reference of our lawyers to the contents of relevant professional documents in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and the quoted contents and conclusions, and our lawyers do not have the professional qualification to check and judge these professional documents and the quoted contents.
5. This legal opinion is only used by Yinyi shares for the purpose of adjusting the ex right reference price and calculating the price for the conversion of bankruptcy reorganization capital reserve into share capital, and shall not be used for any other purpose.
6. Our lawyers agree that Yinyi shares shall quote and disclose the contents of this legal opinion, but the above quotation or disclosure shall be comprehensive and accurate and shall not lead to errors and deviations in the understanding of this legal opinion.
Based on the above, in accordance with the provisions of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the office and the handling lawyers have verified and verified the relevant documents and relevant facts provided by the company, and now issue the following legal opinions:
1、 Main contents of the scheme of converting capital reserve into share capital in the bankruptcy reorganization of Yinyi shares
On December 11, 2020, Yinyi Co., Ltd. held the second creditor meeting and investor group meeting, and voted and adopted the Yinyi Co.Ltd(000981) reorganization plan (Draft) (hereinafter referred to as the “reorganization plan”). On December 14, 2020, Ningbo intermediate people’s Court of Zhejiang Province (hereinafter referred to as “Ningbo intermediate people’s court”) ruled to approve the reorganization plan. The main contents of the equity adjustment plan of the investors of Yinyi shares have been disclosed by the manager of Yinyi shares in the announcement on the court’s ruling and approval of the reorganization plan (Announcement No.: 2020-130) on December 16, 2020.
According to the reorganization plan, the main contents of the equity adjustment of the investors of Yinyi shares and the conversion of capital reserve into share capital are as follows: Taking the existing total share capital of Yinyi shares as the base, the conversion of capital reserve into shares is implemented according to the proportion of 6.48 shares per 10 shares, and a total of 2610137444 shares can be converted into shares. After the conversion, the total share capital of Yinyi shares will increase from 4027989882 shares to 6638127326 shares. Then, taking 6638127326 shares as the base, the capital reserve will be increased according to the proportion of 5.06 shares per 10 shares, and a total of 3359343562 shares can be increased. Above, 5969481006 shares have been converted into shares (the final number of shares converted into shares shall be subject to the number actually registered and confirmed by CSDCC Shenzhen Branch). After the conversion, the total share capital of Yinyi shares will eventually increase to 9997470888 shares. The above converted shares shall be arranged in accordance with the following investor’s equity adjustment plan:
1. The capital reserve is converted into shares at the proportion of 6.48 shares per 10 shares, and a total of 2610137444 shares can be converted into shares. Among them: 1) 1855202169 shares to be distributed to Ningbo Yinyi Holding Co., Ltd., Ningbo Shengzhou Investment Co., Ltd. (hereinafter referred to as “Ningbo Shengzhou”), Tibet Yinyi Investment Management Co., Ltd. (hereinafter referred to as “Tibet Yinyi”) and Xiong Jikai (hereinafter collectively referred to as “controlling shareholders and their controlling shareholders”) will be preferentially used to complete performance compensation, The remaining 3752927 converted shares will be disposed of in accordance with the provisions of the reorganization plan and will not be distributed to the original shareholders. After the completion of performance compensation, the controlling shareholders and their controlling shareholders shall distribute a total of 1174433403 performance compensation shares and the remaining undistributed converted shares of 3752927, a total of 1178186330 shares, which will be transferred. After the final conversion, it will be used to introduce restructuring investors and solve the historical problems of Yinyi shares. 2) The 754935275 shares to be distributed to all shareholders except the controlling shareholders and their controlling shareholders will be distributed to the above shareholders registered on the equity registration date of the investor group meeting held on December 11, 2020 (i.e. December 4, 2020), If the shareholding of the above shareholders changes due to trading or non trading reasons after December 4, 2020 and before the implementation of the investor’s equity adjustment plan, the effectiveness of the investor’s equity adjustment plan shall extend to the transferee and / or successor of its shares, That is, the rights and obligations stated in the investor’s equity adjustment plan will be inherited by the above shareholders on the equity registration date determined when the plan is implemented.
2. Based on the total number of shares converted and increased as above, 3359343562 shares will be converted and increased according to the proportion of 5.06 shares per 10 shares, which will not be distributed to all shareholders. All shares will be transferred and specially used to introduce reorganization investors and pay off liabilities in accordance with the provisions of the reorganization plan.
The equity adjustment of the investors of Yinyi shares and the conversion of capital reserve into share capital are consistent with the reorganization plan.
2、 Calculation formula and results of adjusted ex right reference price
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 (No.: 2022-004) disclosed by the company on February 16, 2022, since the conversion of capital reserve into share capital is an important part of the reorganization plan, Different from the general behavior of simply issuing additional shares for dividend, the company adjusted the calculation formula of ex right reference price according to article 4.4.2 of the trading rules. The adjusted ex right formula is: ex right (interest) reference price = [(previous closing price – cash dividend) + the consideration for the reorganization investor to obtain share 2 × Share change ratio 2 + consideration for shares obtained by creditors × Share change ratio] / (1 + total share change ratio). Of which:
1. Since cash dividend, stock dividend and allotment are not involved, the price of cash dividend and allotment in the formula is 0.
2. A total of 1.549 billion shares (equivalent to 38.46% of the total share capital of the company before the increase, i.e. the share change ratio is 38.46%) are used to offset the company’s debt by paying off the debt with shares, and the consideration per share is RMB 3.96.
3. A total of 2.988 billion shares (equivalent to 74.19% of the total share capital of the company before the increase, 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 company and providing business development support to the company, and paid a total cash consideration of RMB 3.2 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 1178186330 performance compensation shares available to the controlling shareholders and their controlling shareholders into shares (i.e. share 1 obtained by the restructuring investor, and the change proportion of share 1 obtained by the restructuring investor is 29.25%), The consideration obtained from the transfer will be used to pay off the funds occupied by its controlling shareholders and related parties and the cash dividends that Ningbo Shengzhou and Tibet Yinyi should return to Yinyi shares in accordance with the provisions of the reorganization plan. Since this part of stock payment will not substantially improve the owner’s equity of the company, it will not be used as the calculation base of this ex right price; (2) Through the market bidding method of publicly selecting the reorganization investors through judicial procedures, 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. share 2 obtained by the reorganization investors, and the change proportion of share 2 obtained by the reorganization investors 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 the company, it is used as the calculation base of this ex right price.
4. As the capital reserve is converted into shares, a total of 5969481006 shares are converted, so the total share change ratio is 148.20%.
The registration date of the equity transferred from capital reserve to share capital is February 21, 2022, and the previous closing price is 3.50 yuan / share, so the adjusted ex right reference price calculated according to the above formula is 2.10 yuan / share.
3、 Concluding observations
In conclusion, our lawyers believe that the calculation results of the company’s adjustment of the ex right reference price for the conversion of capital reserve into equity 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 equity in the reorganization plan and the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2022-004).
This legal opinion shall come into force after being stamped with the seal of the law firm and signed by the person in charge of the law firm and the handling lawyer.
This legal opinion is made in three originals.
(no text below)
(there is no text on this page, which is the signature page of the legal opinion of Shanghai SHANGZHENG Hengtai law firm on the calculation results of the ex right reference price for the conversion of Yinyi Co.Ltd(000981) bankruptcy reorganization capital reserve to share capital adjustment)
Handling lawyer of Shanghai SHANGZHENG Hengtai law firm: Li Beizhan (signature)
(official seal)
Director: Sun Jiafeng (signature) Shang Sijia (signature)
Mm / DD / 2002
