Stock Code: 000564 stock abbreviation: * ST Daji Announcement No.: 2021-120 Ccoop Group Co.Ltd(000564)
Announcement on the implementation of the conversion of capital reserve into share capital under the reorganization plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important:
1. On October 31, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court” or “court”) made (2021) qiongpo No. 21-6 civil ruling, ruling to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as “reorganization plan”)“ “Equity adjustment plan for investors”), Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing Daji” or “the company”) plans to convert the capital reserve into share capital at the ratio of 34.9 shares per 10 shares based on the existing total share capital of 598200400 shares, with a total of 20880467000 shares. The aforesaid converted shares are HNA commercial holding Co., Ltd. and its persons acting in concert (hereinafter referred to as “HNA commercial holding and its persons acting in concert”) ）And the cancellation of about 7698.6937 million shares obtained by New Cooperative Trading Chain Group Co., Ltd. and its persons acting in concert (hereinafter referred to as “New Cooperative Trading and its persons acting in concert”) to partially fulfill the performance commitment compensation obligation.
2. In order to speed up the implementation of the reorganization plan, improve the implementation efficiency and reduce the cost of implementing the reorganization plan, Hainan high court made (2021) qiongpo No. 21-8 civil ruling on December 17, 2021, ruling that the capital reserve converted into share capital of supply and marketing Daji will implement the capital reserve converted into share capital based on the existing total share capital of 5982004024 shares and the proportion of 22.035714 shares per 10 shares. The total number of shares converted into shares is 13181773325, which is the reorganization plan The 7698693713 shares to be cancelled as stipulated shall not be registered as additional shares, and it shall be deemed that the relevant shareholders have fulfilled part of the compensation obligations of performance commitments. According to (2021) qiongpo No. 21-8 civil ruling and reorganization plan Of the 5972585396 shares of HNA commercial control and its concerted actors and specific related parties to compensate supply and marketing Daji specified in the, 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 company’s sustainable operation ability. All shareholders except HNA commercial control and its persons acting in concert, specific related parties and new cooperative commerce and its persons acting in concert transferred 2211850000 shares to supply and marketing Daji for priority to offset the debt of supply and marketing Daji. Therefore, except for note 1, the conversion ratio (22.035714 shares per 10 shares) here is different from that specified in the investor’s equity adjustment plan and the reorganization plan (34.9 shares per 10 shares), because the total number of converted shares corresponding to the conversion ratio does not include 7698693713 shares to be cancelled specified in the reorganization plan.
Except that the 7698693713 shares written off are not registered for conversion, the number of converted shares actually obtained by other shareholders has not changed, which is consistent with the investor’s equity adjustment plan and the reorganization plan. The 7698693713 shares used for cancellation are not registered for conversion, which does not affect the rights and interests of minority shareholders and creditors, and is in line with the investor’s equity adjustment plan and the reorganization plan. The exact amount of the final increase shall be subject to the actual registration of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “China Securities Depository and clearing Shenzhen Branch”).
3. Since the conversion of capital reserve to share capital is an important part of the reorganization plan, it is different from the simple issuance of additional shares for the purpose of dividend in a general sense, According to the trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the “trading rules”) ）Section 4.4 Adjust the calculation formula of ex right reference price according to the provisions of Article 2. After the capital reserve is converted into share capital this time, the ex right reference price of the company’s shares will be adjusted according to the different conditions of the closing price before the ex right and ex dividend date and based on the calculation formula of the ex right reference price of the capital reserve converted into share capital.
4. Equity registration date: December 30, 2021. The shares registered in the special account for property disposal of Ccoop Group Co.Ltd(000564) bankrupt enterprises (hereinafter referred to as the “administrator account”) are tradable shares with unlimited sales conditions, and the nature of the shares registered in the securities account of minority shareholders is the same as that of the original shares.
5. The shareholders of the company shall avoid canceling the securities account in the near future. If the distribution cannot be made due to the securities account of the shareholders, the corresponding consequences shall be borne by the shareholders themselves.
1、 The court ruled to approve the company’s reorganization plan
On February 10, 2021, Hainan high court ruled to accept the creditor’s application for reorganization of supply and marketing Daji and its 24 subsidiaries, and designated the liquidation group of HNA Group as the manager of supply and marketing Daji and reorganization subsidiaries to be responsible for all work of reorganization. For details, please refer to the announcement on the court’s ruling to accept the company’s reorganization and the risk warning of delisting of shares (Announcement No.: 2021-016) and the announcement on the court’s ruling to accept the reorganization of subsidiaries of the Department (Announcement No.: 2021-017) on February 10, 2021.
On September 30, 2021, the investor group meeting of supply and marketing bazaar was held, The investor equity adjustment plan (see the announcement on the convening of investor group meeting (Announcement No.: 2021-092) of the company on September 30, 2021) was voted and approved. On the same day, the second creditor meeting of supply and marketing Daji and 24 subsidiaries’ reorganization plan was held to review the reorganization plan (draft) of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as “the plan”)“ “Draft reorganization plan”). On October 23, 2021, Hainan high court organized the manager, creditor representatives, investor representatives, debtor representatives, joint working group representatives and other relevant parties to verify the voting of supply and marketing Daji and 24 subsidiaries. According to the verification results, the voting groups of supply and marketing Daji and 24 subsidiaries have passed the draft reorganization plan. See the announcement on the convening and voting results of the second creditors’ meeting of the company and 24 subsidiaries on October 23, 2021 (Announcement No.: 2021-100).
On October 31, 2021, Hainan high court ruled to approve the reorganization plan. For details, see the announcement on the court’s decision to approve the reorganization plan of the company and its 24 subsidiaries (Announcement No.: 2021-107) on October 31, 2021.
2、 Scheme of converting capital reserve into share capital
According to the reorganization plan, this reorganization will be based on the supply and marketing of about 598200400 A-Shares in Daji, and the capital reserve will be increased by 34.9 shares for every 10 shares, with about 20880467000 shares. Among the aforesaid converted shares: (1) HNA Commercial Holdings Co., Ltd. and its persons acting in concert and specific related parties jointly held 2810943900 shares, with a total of 9811732300 shares converted and increased, all of which were transferred to the listed company, of which: a. 1099869700 shares that should be cancelled for failing to fulfill the performance commitments in 2018 and 2019 correspond to 3839146900 new shares converted and cancelled for fulfilling the performance of these shareholders in 2018 and 2019 Undertake partial compensation obligations; B. 171.10743 million remaining stock shares were converted into 5972.5854 million shares to compensate the listed company, which was used to solve some of the losses caused to the listed company by the relevant problems disclosed in the announcement on the special self inspection report on the governance of listed companies on January 30, 2021 and the supplementary announcement on the rectification plan for the self inspection report on February 9, 2021, The shares obtained by the listed company can be used to distribute to creditors to offset the debts of the listed company, introduce restructuring investors in the future and improve the company’s sustainable operation ability. (2) The total 1470511500 shares held by New Cooperative Commerce Chain Group Co., Ltd. and its concerted actors are adjusted as follows: a. 1105713900 shares that have not fulfilled their performance commitments in 2018 and 2019 and should be cancelled correspond to 3859546800 shares, which are used to fulfill some performance commitments of these shareholders in 2018 and 2019 Compensation obligations; B. The remaining 364.7975 million stock shares will be increased by 1273.343 million shares. They will not be allocated until the 2020 performance commitment compensation scheme is determined and the New Cooperative Commerce Chain Group Co., Ltd. and its concerted actors fulfill the 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 company’s sustainable operation ability. The remaining 3723.9949 million shares were distributed according to the relative proportion of their holdings. The above work was completed After the step, the total share capital of the supply and marketing group is about 19163777300 shares (the final exact number shall be subject to the number of shares actually registered and confirmed by CSDCC Shenzhen Branch).
In order to speed up the implementation of the reorganization plan, improve the implementation efficiency and reduce the cost of implementing the reorganization plan, Hainan high court made (2021) qiongpo No. 21-8 civil ruling on December 17, 2021, ruling that the capital reserve converted into share capital of supply and marketing Daji is based on its existing total share capital of 5982004024 shares, and the capital reserve is converted into shares according to the proportion of 22.035714 shares per 10 shares, with a total of 13181773325 shares (the final accurate number shall be subject to the number of shares actually registered and confirmed by CSDCC Shenzhen Branch). 7698693713 shares to be cancelled as stipulated in the reorganization plan shall not be registered as additional shares, and it shall be deemed that the relevant shareholders have fulfilled part of the compensation obligations of performance commitments. According to the civil ruling (2021) qiongpo No. 21-8, the reorganization plan Of the 5972585396 shares of HNA commercial control and its concerted actors and specific related parties to compensate supply and marketing Daji specified in the, 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 company’s sustainable operation ability. All shareholders except HNA commercial control and its persons acting in concert, specific related parties and new cooperative commerce and its persons acting in concert transferred 2211850000 shares to supply and marketing Daji for priority to offset the debt of supply and marketing Daji. Therefore, except that 7698693713 shares to be cancelled are not registered for conversion, the number of converted shares actually obtained by other shareholders has not changed, which is consistent with the investor’s equity adjustment plan and the reorganization plan. The 7698693713 shares not registered for conversion will not affect the rights and interests of small and medium-sized shareholders and creditors, Comply with the investor’s equity adjustment plan and the reorganization plan.
A total of 13181773325 shares were transferred from the capital reserve of supply and marketing Daji (the final accurate number shall be subject to the actual number of shares registered and confirmed by CSDCC Shenzhen Branch), of which: (1) 21.898786 shares were transferred for every 10 shares by minority shareholders, and a total of 3723994913 shares were transferred, and the nature of the shares is the same as that of the original shares; (2) 9457778412 shares converted into shares shall be registered in the special account for property disposal of Ccoop Group Co.Ltd(000564) bankrupt enterprises. The nature of the shares is all tradable shares with unlimited sales conditions, which will be used for distribution in accordance with the provisions of the reorganization plan.
Minority shareholders are shareholders other than 27 shareholders of HNA commercial Holding Co., Ltd. and its persons acting in concert, specific related parties, New Cooperative Commerce Chain Group Co., Ltd. and its persons acting in concert. The 27 shareholders are HNA commercial Holding Co., Ltd., Hainan Island Hotel Management Co., Ltd., Qingdao HNA Real Estate Development Co., Ltd., Changchun HNA Investment Co., Ltd HNA international tourism island development and construction (Group) Co., Ltd., Hainan HNA Engineering Construction Co., Ltd., HNA Investment Holding Co., Ltd., HNA Industrial Group Co., Ltd., HNA Capital Group Co., Ltd. and Beijing HNA Shengyu equity investment center (limited partnership), Shanghai xuanchuang Investment Management Co., Ltd., New Cooperative Trading Chain Group Co., Ltd., Hunan New Cooperative Industrial Investment Co., Ltd., Shandong Taishan New Cooperative Trading Chain Co., Ltd., Shiyan new cooperative Supermarket Co., Ltd., Jiangsu Yueda Real Estate Co., Ltd., Geng FA, Zhangjiakou new cooperative Yuanfeng trading Chain Co., Ltd., Jiangsu Xinyi Real Estate Development Co., Ltd Ltd., Jiangsu new cooperative changkelong Shuke Commercial Co., Ltd., Yanbian new cooperative supermarket chain Co., Ltd., Jining Yanzhou new cooperative Baiyi Trading Co., Ltd., Shandong new cooperative supermarket chain Co., Ltd., Changshu Longxing agricultural and sideline products logistics Co., Ltd., Henan New Cooperative Trading Co., Ltd., Chifeng new cooperative supermarket chain Co., Ltd Hebei new cooperative native products renewable resources Co., Ltd. The total number of shares held by the above 27 shareholders is 42814554642. The conversion ratio (21.898786 shares per 10 shares) is calculated by the number of shares allocated to minority shareholders (3723994900 shares) and the number of shares held by minority shareholders before conversion (1700548600 shares) specified in the investor’s equity adjustment plan and the reorganization plan.
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 corresponding shares received by the stock transfer acceptance account will not participate in the distribution of converted shares. In addition to the above 27 shareholders, the account of the supply and marketing manager is not increased according to the above proportion.
3、 Equity registration date
The equity registration date of the conversion of capital reserve to share capital is December 2021
