Securities code: 002323 securities abbreviation: * ST Yabo Announcement No.: 2021-096 Shandong Yabo Technology Co.Ltd(002323)
Announcement on the implementation of the conversion of capital reserve into share capital in 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.
Special tips:
1. According to the reorganization plan approved by the court, The capital reserve is converted into share capital based on the existing total share capital of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “Yabo shares” or “the company”), and the capital reserve is converted into share capital at the proportion of 18.44 shares per 10 shares, with a total of 1375125486 shares. After the conversion, the total share capital of Yabo shares is increased from 745729656 shares to 2120855142 shares (the exact number of shares transferred to be increased shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Corporation Shenzhen Branch).
2. The aforesaid converted shares shall be distributed and disposed of by the manager in accordance with the provisions of the reorganization plan, Among them, the controlling shareholder Lhasa Ruihong Investment Management Co., Ltd. and its concerted actor Lhasa Naxian shall invest in the partnership 649454185 shares distributed by (limited partnership) and Lu Yong will be repurchased by Yabo shares at a total price of 1 yuan to complete the performance compensation obligations of the controlling shareholders. After the repurchase of the above shares, Yabo shares will not be cancelled. Yabo shares will use these shares to pay off liabilities and introduce restructuring investors; 323185413 shares will be registered before the closing of the equity registration date All shareholders other than the ten shareholders will distribute the shares, and the shareholders other than the top ten will distribute the 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; The remaining 402485888 shares shall be transferred by all shareholders free of charge to pay off liabilities and introduce restructuring investors.
Special note: after the closing of the equity registration date, the top ten shareholders registered in the company will not receive the equity distribution implemented according to the reorganization plan. Please pay attention to the risk that the shareholding ratio will be diluted; As the stock price will be ex rights after this increase, relevant shareholders are reminded of the risk that the market value of their shares may decline. 3. Since the conversion of capital reserve into share capital is part of the adjustment of investors’ rights and interests in the reorganization procedure, 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).
4. According to the reorganization plan and the notice of court assistance in enforcement, The shares converted from capital reserve will be directly registered in the securities account opened by the manager ( Shandong Yabo Technology Co.Ltd(002323) special account for property disposal of bankrupt enterprises). The company will transfer 323185413 shares converted into shares to all shareholders’ accounts other than the top ten shareholders registered after the closing of the equity registration date through judicial transfer according to the reorganization plan (the specific distribution list and quantity shall be subject to the notice of assistance in execution issued by the court). Since the number of shareholders to be transferred is huge, and the specific transfer details will be determined after the equity registration date, the specific completion time of this matter shall be subject to the completion time of transfer after the notice of assistance in execution issued by the court.
5. In case of equity distribution to shareholders other than the original top ten shareholders on the equity registration date according to the reorganization plan, the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the afternoon closing of the equity registration date shall prevail. The trading of the company’s shares is planned to be suspended for 4 trading days from the date of equity registration. Shareholders who buy Yabo shares after the resumption of trading of the company’s shares or otherwise obtain Yabo shares after the date of equity registration will not receive the equity distribution implemented according to the reorganization plan. Investors should pay attention to investment risks.
6. Equity registration date: December 30, 2021; Ex right and ex interest date: January 6, 2022; The listing date of converted share capital is January 6, 2022; The shares registered in the manager’s account this time are tradable shares with unlimited sales conditions, and the nature of the shares subsequently transferred to the securities account of minority shareholders is the same as that of the original shares.
According to the reorganization plan and the notice of court assistance in execution, the converted shares of the capital reserve will be directly registered in the Shandong Yabo Technology Co.Ltd(002323) special account for property disposal of bankrupt enterprises opened by the manager, and then distributed from the above account to the accounts of minority shareholders, creditors and reorganization investors. Due to the large number of share distribution objects and complex distribution process, the company plans to apply to Shenzhen stock exchange for the suspension of trading of the company’s shares for four trading days from December 30, 2021 to January 5, 2022, and the resumption of trading from the opening of the market on January 6, 2022.
1、 The court ruled to approve the company’s reorganization plan
The intermediate people’s Court of Zaozhuang City, Shandong Province ruled to accept the bankruptcy reorganization case of Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “Yabo shares” or “the company”) on April 25, 2021, and then transferred it to the people’s Court of Shizhong District of Zaozhuang City for trial (hereinafter referred to as “Shizhong District Court”). The Shizhong District court appointed Shandong Yabo Technology Co.Ltd(002323) liquidation group as the manager on May 6, 2021. See details for details Announcement on the court’s ruling to accept the risk warning of company reorganization and continued delisting of shares (Announcement No.: 2021-012) and announcement on the appointment of manager by the court (Announcement No.: 2021-022).
On the morning of September 29, 2021, Shizhong District Court held the second creditors’ meeting of Yabo share restructuring case, The meeting voted and approved the Shandong Yabo Technology Co.Ltd(002323) reorganization plan (Draft); on the afternoon of September 29, 2021, the Shizhong District Court held a meeting of the investor group of Yabo share reorganization case, at which the adjustment plan for the rights and interests of the investors of the Shandong Yabo Technology Co.Ltd(002323) reorganization plan (Draft) was deliberated and adopted. See the announcement on the convening of the second creditors’ meeting for details (Announcement No.: 2021-075) and announcement on the convening of investor group meeting (Announcement No.: 2021-076).
On September 30, 2021, Shizhong District Court made (2021) Lu 0402 Po No. 3-3 civil ruling to approve the Shandong Yabo Technology Co.Ltd(002323) reorganization plan (hereinafter referred to as the “reorganization plan”) and terminate the reorganization procedure of Yabo shares. For details, see the announcement on the approval of the reorganization plan by the court (Announcement No.: 2021-078).
2、 Plan for converting capital reserve into share capital
According to the reorganization plan approved by Shizhong District Court, the capital reserve is converted into share capital based on the existing total share capital of Yabo shares, and the capital reserve is converted into share capital at the proportion of 18.44 shares per 10 shares, with a total of 1375125486 shares. After the increase, the total share capital of Yabo shares increased from 745729656 shares to 2120855142 shares (the exact number of shares finally increased shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Corporation Limited Shenzhen Branch).
The aforesaid converted shares shall be distributed and disposed of by the manager in accordance with the provisions of the reorganization plan, Among them, the controlling shareholder Lhasa Ruihong Investment Management Co., Ltd. and its concerted actor Lhasa Naxian shall invest in the partnership 649454185 shares distributed by (limited partnership) and Lu Yong will be repurchased by Yabo shares at a total price of 1 yuan to complete the performance compensation obligations of the controlling shareholders. After the repurchase of the above shares, Yabo shares will not be cancelled. Yabo shares will use these shares to pay off liabilities and introduce restructuring investors; 323185413 shares will be registered before the closing of the equity registration date All shareholders other than the ten shareholders will distribute the shares, and the shareholders other than the top ten will distribute the 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; The remaining 402485888 shares shall be transferred by all shareholders free of charge to pay off liabilities and introduce restructuring investors.
The above shares used to pay off liabilities and introduce restructuring investors are 1051940073 shares in total, of which 789379580 shares are conditionally transferred by restructuring investors, and 262560493 shares will be used to pay off debts in the form of debt repayment.
3、 Equity registration date
Equity registration date: December 30, 2021
Ex dividend date: January 6, 2022
Listing date of converted share capital: January 6, 2022
The shares registered in the manager’s account this time are tradable shares with unlimited sales conditions, and the nature of the shares subsequently transferred to the securities account of minority shareholders is the same as that of the original shares.
4、 Ex rights related matters
(i) Necessity of ex right
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 according to the reorganization plan, For example, the increase in owner’s equity caused by the addition of each share (newly added owner’s equity / number of newly added shares) is lower than the current share price of Yabo shares in the secondary market, it is necessary to remove the rights of the company’s secondary market share price according to the relevant formula. After comprehensive analysis and calculation, the capital reserve is converted into share capital according to the proportion of 18.44 shares per 10 shares, with a total of 1375125486 shares (the exact number of shares to be added shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Corporation Limited Shenzhen Branch). The increase in owner’s equity caused by the new share is lower than the company’s secondary market price. Therefore, it is necessary to remove the rights of Yabo shares after the capital reserve is converted into.
（2） The calculation formula of ex right reference price needs to be adjusted for the conversion of capital reserve to share capital
Since the conversion of capital reserve into share capital is part of the adjustment of investors’ rights and interests in the reorganization procedure, 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).
Based on the actual situation of the company, the company plans to calculate the ex right reference price according to the following formula:
Ex right (interest) reference price = [(previous closing price – cash dividend) + the price of converted shares to offset debts × Proportion of change in tradable shares caused by conversion of shares to offset debts + price of converted shares subscribed by restructuring investors × Proportion of change in tradable shares due to subscription of converted shares by restructuring investors] ÷ (1 + proportion of change in tradable shares due to repayment of debts by converted shares + proportion of change in tradable shares due to subscription of converted shares by restructuring investors + proportion of change in tradable shares due to distribution to original shareholders)
Since no cash dividend is involved, the cash dividend in the formula is 0. Among them, the price of converted shares to offset the debt is 5.80 yuan / share, and the change proportion of circulating shares caused by converted shares to offset the debt is 262560493 / 745729656; The price of converted shares obtained by restructuring investors is 1.00 yuan / share, and the change proportion of circulating shares caused by converted shares obtained by restructuring investors is 789379580 / 745729656; The proportion of changes in tradable shares due to distribution to the original shareholders is 323185413 / 745729656.
Meanwhile, if the calculation result of the above formula is greater than the closing price of the stock before the ex right and ex dividend date of the company’s capital reserve converted into share capital, The adjusted ex right (interest) reference price of the company shall remain consistent with the closing price of the stock before the ex right and ex interest date of the capital reserve converted into share capital; if the calculation result of the above formula is less than the closing price of the stock 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. V. implementation measures for conversion into share capital
According to the reorganization plan and the notice of court assistance in execution, the shares converted from capital reserve will be directly registered in the securities account opened by the manager ( Shandong Yabo Technology Co.Ltd(002323) special account for property disposal of bankrupt enterprises).
According to the reorganization plan, 323185413 shares converted into shares shall be transferred to all shareholders’ accounts other than the top ten shareholders registered by the company after the closing of the equity registration date by means of judicial transfer (the specific distribution list and quantity shall be subject to the notice of assistance in execution issued by the court). Since the number of shareholders to be transferred is huge, and the specific transfer details will be determined after the equity registration date, the specific completion time of this matter shall be subject to the completion time of transfer after the notice of assistance in execution issued by the court.
When distributing rights and interests to shareholders other than the original top ten shareholders on the equity registration date according to the reorganization plan, the shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. at the afternoon closing 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. The top ten shareholders shall be determined on the basis of the T3 register of shareholders after the combination of ordinary accounts and margin trading credit accounts, excluding the holders of shares obtained due to this increase on the date of equity registration.
2. Distribution principle: after excluding the securities accounts of the top ten shareholders, it shall be distributed according to the relative proportion of the number of shares held (323185413 shares / the total number of shares held by shareholders other than the top ten) in the securities account;
3. Treatment of fractional shares: after proportional distribution, the integer number of shares in the securities account can be obtained. The fractional shares are “gradually increased by 1” by the company according to the size of fractional shares from large to small until 323185413 shares are distributed.
matters needing attention:
In the near future, the shareholders of the company shall avoid account cancellation. If the distribution cannot be made due to the securities account of the shareholders, the corresponding consequences shall be borne by the shareholders themselves. The above equity distribution to shareholders other than the original top ten shareholders on the equity registration date is expected to be completed after the closing on January 5, 2022, and finally subject to the completion time of share transfer after the judicial organ issues the notice of assistance in execution.
The list and number of shareholders of the final equity distribution shall be interpreted by the company.
Investors should pay attention to investment risks.
6、 Statement of changes in shares
Share capital after the change of share nature
Tradable shares with limited sales conditions 4233298560423329,85
