Securities abbreviation: * ST Yinyi securities code: 000981 Announcement No.: 2022-005 Yinyi Co.Ltd(000981) about
Prompt announcement of ex right adjustment at the opening reference price on the first trading day after the conversion of capital reserve into share capital
All members of the board of directors of the company guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions. Special risk tips:
1. According to the Yinyi Co.Ltd(000981) reorganization plan (hereinafter referred to as the “reorganization plan”) approved by the Ningbo intermediate people’s Court of Zhejiang Province (hereinafter referred to as the “Ningbo intermediate people’s court”), the conversion of capital reserve into shares is based on 4027989882 shares of the existing total share capital of Yinyi Co.Ltd(000981) (hereinafter referred to as “the company” or “Yinyi shares”), The capital reserve was converted into shares according to the proportion of 6.48 shares per 10 shares, and a total of 2610137444 shares were converted into shares; After the increase, the total share capital of Yinyi shares will be increased from 4027989882 shares to 6638127326 shares, and then the capital reserve will be increased according to the proportion of 5.06 shares per 10 shares based on 6638127326 shares, with a total of 3359343562 shares. After the conversion, the total share capital of Yinyi shares will eventually increase to 9997470888 shares. The exact number of shares converted will be subject to the number actually registered and confirmed by China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as “China Securities Depository and Clearing Corporation Shenzhen Branch”).
2. The company’s manager shall make the following arrangements in accordance with the provisions of the reorganization plan: convert the capital reserve into shares according to the proportion of 6.48 shares per 10 shares, A total of 2610137444 shares were converted (1855202169 shares that should be allocated to the controlling shareholders and their controlling shareholders will be preferentially used to complete the performance compensation, and the remaining 3752927 converted shares will be disposed of in accordance with the provisions of this reorganization plan and will not be distributed to the original shareholders), Among them: ① 754935275 converted shares and 677015839 performance compensation shares distributed to all shareholders except the controlling shareholders and their controlling shareholders, totaling 1431951114 shares, to Ningbo Yinyi Holding Co., Ltd. (hereinafter referred to as “Yinyi holding”), which is the four determined entities except the controlling shareholders and their controlling shareholders All shareholders except Tibet Yinyi Investment Management Co., Ltd. (hereinafter referred to as “Tibet Yinyi”), Ningbo Shengzhou Investment Co., Ltd. (hereinafter referred to as “Ningbo Shengzhou”) and Xiong Jikai (the four entities hold 2862966310 shares of the company in total), All shareholders except the controlling shareholders and their controlling shareholders will distribute such shares according to the relative proportion of the number of shares of the company held by them after the closing of the day of equity registration; ② The controlling shareholders and their controlling shareholders transferred 1178186330 shares, which were specially used to solve the remaining problems such as the return of cash dividends and the occupation of non operating funds, and were restricted shares after the initial offering. After the conversion, the total share capital of Yinyi shares will be increased from 4027989882 shares to 6638127326 shares, and then the capital reserve will be converted to increase according to the proportion of 5.06 shares per 10 shares based on 6638127326 shares, with a total of 3359343562 shares (this part of the converted shares will not be distributed to all shareholders, but will be transferred and arranged in accordance with the provisions of the reorganization plan), Among them: ① 1810014311 shares are specially used to introduce restructuring investors, which are restricted shares after the initial public offering; ② A total of 1549329251 shares were used to pay off the debts of Yinyi shares, which were tradable shares with unlimited sales conditions. After the conversion, the total share capital of Yinyi shares will eventually increase to 9997470888 shares.
3. Since the conversion of capital reserve into share capital is an important part of the reorganization plan, which is different from dividend and share distribution in the general sense, the company adjusts the calculation formula of ex right reference price in accordance with article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021).
According to the calculation formula of the adjusted ex right reference price for the conversion of capital reserve into share capital, the ex right reference price of the company’s shares after the conversion of capital reserve into share capital is 2.10 yuan / share.
1、 The court ruled to approve the company’s reorganization plan
On June 23, 2020, Ningbo intermediate people’s court ruled to accept the reorganization application for Yinyi shares, and the company officially entered the reorganization procedure. On December 11, 2020, the second creditors’ meeting and investors’ group meeting of Yinyi shares voted and approved the Yinyi Co.Ltd(000981) reorganization plan (Draft) and the investor’s rights and interests adjustment plan of Yinyi Co.Ltd(000981) reorganization plan (Draft) respectively, For details, please refer to the announcement of the Yinyi Co.Ltd(000981) manager on the convening and resumption of the second creditor meeting (Announcement No.: 2020-127) and the announcement of the Yinyi Co.Ltd(000981) manager on the resolution of the investor group meeting (Announcement No.: 2020-128) disclosed by the company on December 12, 2020.
On December 15, 2020, the company received the civil ruling made by Ningbo intermediate people’s Court (2020) zhe 02 Po No. 4, which ruled to approve the reorganization plan and terminate the reorganization procedure of Yinyi shares. For details, please refer to the announcement of the Yinyi Co.Ltd(000981) manager on the court’s ruling to approve the company’s reorganization plan (Announcement No.: 2020-130) disclosed by the company on December 16, 2020.
2、 Scheme of converting capital reserve into share capital
The plan of converting capital reserve into shares is consistent with the investor’s equity adjustment plan of Yinyi Co.Ltd(000981) reorganization plan (Draft) voted and approved by the investor group meeting and the investor’s equity adjustment plan of the reorganization plan ruled and approved by Ningbo intermediate people’s court. The conversion of capital reserve into shares is based on the existing total share capital of Yinyi shares, 4027989882 shares, and the conversion of capital reserve into shares is implemented according to the proportion of 6.48 shares per 10 shares, A total of 2610137444 shares were converted (1855202169 shares that should be allocated to the controlling shareholders and their controlling shareholders will be preferentially used to complete the performance compensation, and the remaining 3752927 converted shares will be disposed of in accordance with the provisions of this reorganization plan and will not be distributed to the original shareholders) Among them: ① 754935275 converted shares and 677015839 performance compensation shares distributed to all shareholders except the controlling shareholders and their controlling shareholders, totaling 1431951114 shares, are distributed to all shareholders except the controlling shareholders and their controlling shareholders (i.e. four determined entities Yinyi holding, Tibet Yinyi, Ningbo Shengzhou and Xiong Jikai), All shareholders except the controlling shareholders and their controlling shareholders will distribute such shares according to the relative proportion of the number of shares of the company held by them after the closing of the day of equity registration; ② The controlling shareholders and their controlling shareholders transferred 1178186330 shares, which were specially used to solve the remaining problems such as the return of cash dividends and the occupation of non operating funds, and were restricted shares after the initial offering.
After the conversion, the total share capital of Yinyi shares will be increased from 4027989882 shares to 6638127326 shares, and then the capital reserve will be converted to increase according to the proportion of 5.06 shares per 10 shares based on 6638127326 shares, with a total of 3359343562 shares (this part of the converted shares will not be distributed to all shareholders, but will be transferred and arranged in accordance with the provisions of the reorganization plan), Among them: ① 1810014311 shares are specially used to introduce restructuring investors, which are restricted shares after the initial public offering; ② A total of 1549329251 shares were used to pay off the debts of Yinyi shares, which were tradable shares with unlimited sales conditions. After the conversion, the total share capital of Yinyi shares will eventually increase to 9997470888 shares.
When the above capital reserve is converted into shares, a total of 5969481006 shares will be converted and increased at one time according to the proportion of 14.82 shares per 10 shares based on the existing total share capital of 4027989882 shares, including: ① 1431951114 shares distributed to all shareholders except the controlling shareholders and their controlling shareholders; ② 2988200641 shares allocated to restructuring investors are restricted shares after the initial public offering, and the restricted period is 36 months; ③ A total of 1549329251 shares were outstanding shares with unlimited sales conditions. After the increase, the total share capital of Yinyi shares is 9997470888 shares, and the exact number of shares to be increased is subject to the number actually registered and confirmed by China Clearing Shenzhen Branch.
The shares converted from the capital reserve will be registered in the securities account of the company’s manager first, and then transferred by the manager through the securities account of the manager to the securities account of all shareholders except the controlling shareholder and its controlling shareholders, and the securities account determined by the creditor and the reorganization investor in accordance with the arrangement of the reorganization plan. According to the provisions of the reorganization plan, after the implementation of the investor’s equity adjustment plan, the occupation of non operating funds by the original controlling shareholders and their related parties and the performance compensation will be completely solved.
3、 Equity registration date
The registration date of the conversion of capital reserve into shares is February 21, 2022, the ex right and ex dividend date is February 25, 2022, and the listing date of the conversion into share capital is February 25, 2022.
The objects of this capital reserve converted into shares are all shareholders, creditors and restructuring investors registered in CSDCC Shenzhen Branch after the closing of the afternoon of the equity registration date, except the controlling shareholders and their controlling shareholders.
4、 Ex rights related matters
According to the 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) disclosed by the company on February 16, 2022, the company, in accordance with article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021), The calculation formula of ex right reference price is adjusted. The formula for calculating the adjusted ex right reference price is:
Ex right (interest) reference price = [previous closing price + consideration for shares acquired by creditors × Change proportion of shares transferred by creditors + consideration for the second conversion of shares obtained by the reorganization investor × Change proportion of the second converted shares] / (1 + total share change proportion)
Among them, the consideration for the shares obtained by the creditor is 3.96 yuan, and the change proportion of the shares transferred by the creditor is 38.46%; The consideration for the reorganization investor to obtain the second converted shares is about RMB 0.41522/share, and the change proportion of the second converted shares is 44.94%; The total share change ratio was 148.20%. At the same time, if the calculation result of the above formula is greater than the closing price of the company’s shares before the ex right and ex interest date of the conversion of capital reserve into share capital, the adjusted ex right (interest) reference price of the company shall remain consistent with the closing price of the shares before the ex right and ex interest date of the conversion of capital reserve into share capital; If the calculation result of the above formula is less than the stock closing price before the ex right and ex interest date of the company’s capital reserve converted into share capital, the ex right (interest) reference price of the company shall be adjusted according to the above formula.
In view of the suspension of trading of the company’s shares on the equity registration date of the conversion of capital reserve to share capital (February 21, 2022), the closing price of the company’s shares before the ex dividend date of the conversion of capital reserve to share capital is the closing price on February 18, 2022, i.e. RMB 3.50/share, then the adjusted ex dividend reference price calculated according to the above formula is RMB 2.10/share. The ex right reference price is lower than the closing price of the stock before the ex right and ex dividend date, so the company’s share price shall be adjusted ex right according to the above formula.
For the above ex rights matters, the company entrusted China Merchants Securities Co.Ltd(600999) and Shanghai SHANGZHENG Hengtai law firm to issue special opinions on the calculation results of the ex rights reference price of the company’s capital reserve converted into share capital, For details, please refer to the special opinions of China Merchants Securities Co.Ltd(600999) on the calculation results of Yinyi Co.Ltd(000981) adjusting the ex right reference price of capital reserve converted into share capital and the legal opinion of Shanghai SHANGZHENG Hengtai law firm on the calculation results of Yinyi Co.Ltd(000981) adjusting the ex right reference price of capital reserve converted into share capital for bankruptcy reorganization disclosed by the company on the same day.
5、 Measures for the implementation of conversion to share capital
According to the reorganization plan and the notice of assistance in execution issued by Ningbo intermediate people’s court, the shares converted from the capital reserve will be first registered in the special account for Yinyi Co.Ltd(000981) bankruptcy enterprise property disposal opened by the manager, and then the manager will arrange according to the reorganization plan, Transfer through the securities account of the manager to the securities account of all shareholders except the controlling shareholder and its controlling shareholder, and the securities account determined by the creditor and the reorganization investor (the specific distribution list and quantity shall be subject to the record of the notice of assistance in execution issued by the court). Due to the large number of objects to be transferred, and the specific transfer details of all shareholders except the controlling shareholders and their controlling shareholders will be determined after the equity registration date. The specific completion time of this matter shall be subject to the completion time of the transfer after the Court issues the notice of assistance in execution.
According to the reorganization plan, when distributing shares to all shareholders except the above-mentioned controlling shareholders and their controlling shareholders on the equity registration date, the shareholders of the company registered in CSDCC Shenzhen Branch at the closing of the afternoon of the equity registration date shall prevail. The specific list and number of shares shall be subject to the notice of assistance in execution issued by the court, and the following principles shall be followed:
1. Distribution principle: excluding the four shareholders’ securities accounts of the above controlling shareholders and their controlling shareholders, take the securities account as the unit, Distribute according to the relative proportion of the number of shares held (1431951114 shares / the total number of shares held by all shareholders except the controlling shareholders and their controlling shareholders) (the specific distribution list and quantity shall be subject to the record of the notice of assistance in execution issued by the court and the quantity actually registered and confirmed by CSDCC Shenzhen Branch).
2. Treatment of fractional shares: after proportional distribution, the integer number of shares in the securities account can be obtained. The fractional shares are “gradually entered 1” by the company according to the number of fractional shares from large to small until the distribution is completed 1431,9
