China Galaxy Securities Co.Ltd(601881)
Special opinions on Ccoop Group Co.Ltd(000564) adjusting the calculation formula of ex right reference price of capital reserve converted into share capital
Shenzhen Stock Exchange:
Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing Daji” or “the company”) intends to implement the conversion of capital reserve into share capital in the near future due to the implementation of the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as “the reorganization plan”). China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “the financial consultant”) ）Accepted the entrustment, and after careful research, it is considered that the ex right of supply and marketing Daji is necessary, and the adjustment scheme of the ex right reference price calculation formula is reasonable. The details are as follows:
1、 This reorganization of supply and marketing Daji
(i) Background and main contents of the reorganization plan
On February 10, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court”) made (2021) Qiong Po Shen No. 21 civil ruling and (2021) Qiong Po No. 21 decision , it ruled to accept the creditor’s application for reorganization of supply and marketing Daji and its 24 subsidiaries according to law, and appointed the liquidation group of HNA Group as the manager of the company and its 24 subsidiaries to carry out all work of reorganization. On October 31, 2021, Hainan Provincial High Court ruled to approve the reorganization plan and terminate the supply and marketing reorganization procedure.
According to the investor’s equity adjustment plan of the reorganization plan, the reorganization will convert the capital reserve into share capital according to the proportion of 34.9 shares for every 10 shares, with the existing total share capital of about 598200400 shares as the base, and a total of about 20880467000 shares will be converted. (the final accurate number of shares shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Corporation Limited Shenzhen Branch and the results approved by the regulatory authority) among the above converted shares:
1. HNA commercial Holding Co., Ltd. and its persons acting in concert A total of 2810943900 shares held by specific related parties (hereinafter collectively referred to as “HNA party”) were converted into 9811732300 shares, all of which were transferred to the listed company, of which: (1) 1099869700 shares that failed to fulfill the performance commitments in 2018 and 2019 should be cancelled, corresponding to 3839146900 shares converted into new shares. The cancellation is used to fulfill the partial compensation obligations of these shareholders’ performance commitments in 2018 and 2019 (2) 171.10743 million remaining stock shares were converted into 5972.5854 million shares to compensate the listed company for solving the self inspection report of supply and marketing on January 30, 2021 and the supplementary announcement of self inspection report on February 9, 2021 For some losses caused to the listed company by the relevant problems disclosed in the, the listed company’s acquisition of such shares can be used to distribute to creditors to offset the debts of the listed company, introduce reorganization investors in the future and improve the company’s sustainable operation ability.
2、 The 1470511500 shares held by New Cooperative Trading Chain Group Co., Ltd. and its persons acting in concert (hereinafter collectively referred to as “new partners”) are converted into 5132889700 shares, which are adjusted as follows: (1) 1105.7139 million shares that should be cancelled for failing to fulfill the performance commitments in 2018 and 2019 shall be increased by 3859.5468 million shares, which shall be cancelled to fulfill some performance commitment compensation obligations of these shareholders in 2018 and 2019; (2) The remaining 364.7975 million stock shares are converted into 1273.343 million shares, which will not be allocated until the 2020 performance commitment compensation scheme is determined and the new partner has fulfilled its 2020 performance commitment compensation obligations. After the performance compensation scheme is determined according to the relevant review procedures of the company, it will be disposed of according to the resolution of the general meeting of shareholders.
3. 1700548600 shares held by other shareholders were converted into 5935844900 new shares, of which 221.185 million shares were distributed to the listed company according to the same proportion to distribute to creditors to offset the debts of the listed company, introduce restructuring investors in the future and improve the sustainable operation ability of the company. The remaining 3723994900 shares were distributed according to the relative proportion of their holdings.
After completing the above steps, the total share capital of the supply and marketing group is about 19163777300 shares. Including: 598200400 shares are the stock shares of the original shareholders (about 2205583700 shares need to fulfill the performance commitment compensation obligation in 2018 and 2019, which has yet to be cancelled after the pledge freeze is lifted); about 3723994900 shares converted into shares are held by minority shareholders; about 5317768700 shares converted into shares are used to introduce and restructure investors and improve the company’s sustainable operation ability and cash flow in the future, and about 2866666700 shares are distributed to creditors to compensate the listed company Debt and improve the company’s sustainable operation ability, about 1273343000 shares will not be distributed until the relevant parties have fulfilled their performance commitment compensation obligations in 2020.
（2） Details of capital reserve converted into share capital this time
In order to reduce the cost of implementing the reorganization plan and improve the implementation efficiency. According to the company’s application, Hainan Provincial High Court issued (2021) qiongpo No. 21-8 civil ruling and notice of assistance in execution on December 17. The company implemented the conversion of capital reserve into shares according to the proportion of 22.035714 shares per 10 shares based on the existing total share capital of supply and marketing Daji, with a total of 13181773325 shares (the final actual number of converted shares shall be subject to the number actually registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch), as follows:
1. HNA and its new partners increased and cancelled 7698693713 shares. Among the stocks held by HNA that failed to fulfill the performance commitments in 2018 and 2019 and should be cancelled in accordance with the reorganization plan, 1099869676 shares should be converted into new shares, 3839146952 shares and 1105713977 shares held by the new partner that failed to fulfill the performance commitments in 2018 and 2019 should be cancelled should be converted into new shares, 3859546761 shares, a total of 7698693713 shares will not be converted into new shares for registration, As the controlling shareholder of supply and marketing group, HNA commercial control and its persons acting in concert, new cooperative commerce and its persons acting in concert have fulfilled the compensation obligations of some performance commitments.
2. Increase the shares used for war introduction, debt repayment and withdrawal. Among the converted shares, 9457778412 converted shares are used for war introduction, debt repayment and deposit. All of them are tradable shares with unlimited sales conditions, and the securities code is “000564”. The converted shares will not be distributed to the original shareholders, but will be distributed in accordance with the provisions of the reorganization plan, On the date of equity registration, all shares are directly registered in the account of the supply and marketing large collection Manager (account name: Ccoop Group Co.Ltd(000564) special account for property disposal of bankrupt enterprises, securities account number: 0899305784). Among the shares registered in the manager’s account this time, the reorganization plan Among the 5972585396 shares of HNA’s compensation supply and marketing Daji, 5317768729 shares will be preferentially used to introduce restructuring investors in the future, and the remaining 654816667 shares will be used to offset the debt of supply and marketing Daji and improve the sustainable operation ability of the company. The 2211850000 shares transferred by all shareholders other than HNA and the new partner to supply and marketing Daji are preferentially used to offset the debt of supply and marketing Daji, and the remaining 1273343016 shares will not be distributed until the relevant parties have fulfilled their performance commitment compensation obligations in 2020.
3. Shares transferred to minority shareholders. Among the converted shares, 3723994913 converted shares are registered on the equity registration date, except HNA New partner All shareholders other than (27 shareholders in total) shall convert the capital reserve into shares according to the proportion of 21.898786 shares per 10 shares. The total number of shares held by the above 27 shareholders is 4281455464 shares. If the shares of the above 27 shareholders are transferred to other accounts from the date of issuing the announcement on the conversion of capital reserve into share capital to the date of equity registration, the shares will be transferred The corresponding shares received by the receiving account will not participate in the distribution of converted shares. In addition to the above 27 shareholders, the securities account of the supply and marketing manager is not increased according to the above proportion.
2、 It is necessary to eliminate rights in large supply and marketing groups
Ex rights is the elimination behavior formed by the increase of the company’s share capital and the decrease of the actual value of the enterprise represented by each share, which needs to be eliminated from the stock market price after the occurrence of this fact. If the reorganization is completed in accordance with the reorganization plan, if the increase in owner’s equity (new owner’s equity / number of new shares) caused by the new share is lower than the current share price of supply and marketing in the secondary market, the share price in the secondary market of the company needs to be de weighted according to the photographic formula. The calculation process of the increase in owner’s equity caused by the new share is as follows:
1. 3839146952 shares cancelled by HNA due to the increase of performance commitment. This part of the shares did not increase the owner’s equity, did not actually register the increase, and did not actually increase the total share capital of the company after the increase. Therefore, the numerator and denominator are not considered in the calculation of ex right reference price.
2. 3859546761 new shares cancelled by the new partner due to performance commitment. This part of the shares did not increase the owner’s equity, and the increase was cancelled, and the total share capital of the company after the increase was not actually increased. Therefore, the numerator and denominator are not considered in the calculation of ex right reference price.
3. 1273343016 shares that have been deposited into the manager’s account after the new partner’s increase and still need to fulfill the compensation obligation of performance commitment in 2020. This part of the shares does not bring about an increase in the actual owner’s equity, so it is not considered in the numerator calculation, but the actual increase in the total share capital of the company after conversion shall be included in the denominator calculation.
4、 5317768729 shares for introducing strategic investors and 286667 shares for offsetting debts (this part of the stock comes from 5972585396 shares compensated by HNA to the listed company to solve compliance problems and 2211850000 shares transferred by minority shareholders), totaling 8184435396 shares. 5972585396 shares compensated by HNA shareholders to the listed company will be used preferentially to introduce restructuring investors in the future, and the remaining 654816667 shares will be used to offset the debts of the listed company and improve the sustainable development of the company Business ability. The 2211850000 shares transferred by minority shareholders are used to repay the debts of the listed company and improve the company’s sustainable operation ability.
(1) The 5972585396 shares used by HNA to solve the compliance problems come from the increase of the capital reserve raised by supply and marketing, and the increase in owner’s equity brought by the 5972585396 shares is not included in the numerator calculation due to the comprehensive consideration of solving the compliance problems, introducing investors and offsetting debts;
(2) The increase in owner’s equity caused by 2211850000 shares transferred by minority shareholders is included in the numerator calculation. Therefore, based on the above considerations, the impact on the denominator is 8184435396 shares, and the impact on the numerator is 2211850000 shares * 4 yuan / share = 8847400000 yuan.
5. 3723994913 shares obtained by minority shareholders. This part of the shares did not increase the owner’s equity, but actually increased the share capital after conversion, so it is not necessary to consider its impact in the numerator, but it needs to be considered in the denominator. Based on the above analysis, after the conversion is completed, The new owner’s equity (numerator) is 8847400000 yuan, and the number of new shares (denominator) is 8184435396 shares + 3723994913 shares + 1273343016 shares = 13181773325 shares. The increase in owner’s equity caused by the new shares is 8847400000 yuan / 13181773325 shares = 0.67 yuan / share, which is far lower than the secondary market price of listed companies. Therefore, after the conversion of provident fund to share capital is completed, it is necessary for the supply and marketing group to remove rights.
3、 The supply and marketing group plans to adjust the calculation formula of ex right reference price
(i) The basic principle and market practice of ex right in stock price
Ex rights is the elimination behavior formed by the increase of the company’s share capital and the decrease of the actual value of the enterprise represented by each share, which needs to be eliminated from the stock market price after the occurrence of this fact. When the share capital of a listed company increases, there are two main situations for the ex right of the stock price:
1. If the share capital is increased but the owner’s equity has not changed, the capital reserve shall be increased or shares shall be distributed.
When the share capital of a listed company increases and there is no corresponding change in owner’s equity, in order to provide a reference fair price benchmark for the market, the stock price needs to be adjusted downward through ex rights.
2. Allotment of shares of listed companies whose price is significantly lower than the market price.
When a listed company issues shares, the original shareholders of the listed company usually subscribe at a price significantly lower than the market reference price, so it is necessary to adjust the stock price downward through ex right.
In addition, in addition to the additional issuance of shares, such as the non-public offering of shares, public offering of shares and other additional issuance of shares, the ex right method is not adopted to adjust the stock price of the listed company in practice.
（2） The calculation formula of ex right reference price needs to be adjusted for the conversion of capital reserve to share capital
According to article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in December 2020) (hereinafter referred to as the “trading rules”):
The formula for calculating the ex right (interest) reference price is:
Ex right (interest) reference price = [(previous closing price – cash dividend) + allotment price × Share change ratio] ÷ (1 + share change ratio)
When the securities issuer deems it necessary to adjust the above calculation formula, it may apply to the bourse for adjustment and explain the reasons. With the consent of the exchange, the securities issuer shall publish the calculation formula of the ex right (interest) reference price applicable to the ex right (interest) to the market. ”
In view of the fact that the conversion of capital reserve into share capital is an important part of the reorganization plan, and it is the same as the above
