Haihua Yongtai (Beijing) law firm
Shanghai Haihua Yongtai (Beijing) law firm
About Shandong Yabo Technology Co.Ltd(002323)
Adjustment of the calculation formula of the ex right reference price of capital reserve converted into share capital legal opinion
(2021) JHL No. 0022-001 to: Shandong Yabo Technology Co.Ltd(002323)
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the enterprise bankruptcy law of the people’s Republic of China Shanghai huayongtai (Beijing) law firm (hereinafter referred to as the “exchange”) accepts the relevant provisions of laws, administrative regulations, departmental rules and other normative documents such as the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the “trading rules”) (hereinafter referred to as “Yabo shares” or “company” or “listed company”) hereby issues this legal opinion on the calculation formula of the ex right reference price for the conversion of capital reserve into share capital.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyers;
2. The documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, and if the documents and materials are copies or copies, they shall be consistent with the original;
3. For the fact that the issuance of this legal opinion is essential and cannot be supported by independent evidence, this
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The office and the handling lawyers rely on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
The exchange only gives opinions on legal issues related to the adjustment of the calculation formula of the ex right reference price for the conversion of capital reserve into share capital, and only gives legal opinions in accordance with the current laws and regulations of the people’s Republic of China, and does not give legal opinions in accordance with any laws outside China. The exchange will not express opinions on non legal professional matters such as accounting, audit and asset evaluation. When quoting relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The exchange agrees to announce this legal opinion together with other information disclosure materials of the company, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in relevant documents, but when the company makes the above quotation, it shall not cause ambiguity or misinterpretation of the law due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above referenced relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Relevant documents reviewed by the handling lawyer of this office for issuing this legal opinion.
Including but not limited to the following:
(i) The announcement of Yabo shares on the official website of Shenzhen Stock Exchange, cninfo and other websites designated by Shenzhen Stock Exchange.
1. Announcement of Shandong Yabo Technology Co.Ltd(002323) on the court’s ruling to accept the risk warning of company reorganization and continued delisting of shares (Announcement No.: 2021-012);
2. Announcement of Shandong Yabo Technology Co.Ltd(002323) on the appointment of administrator by the court (Announcement No.: 2021-022);
3. Suggestive announcement of the Shandong Yabo Technology Co.Ltd(002323) manager on the application for reorganization of the wholly-owned subsidiary Shandong yabaite Technology Co., Ltd. (Announcement No.: 2021-039);
4. Announcement of the Shandong Yabo Technology Co.Ltd(002323) manager on the court’s ruling to accept the reorganization of the wholly-owned subsidiary Shandong yabaite Technology Co., Ltd. (Announcement No.: 2021-040);
5. Notice of the Shandong Yabo Technology Co.Ltd(002323) manager on the court’s designation of a wholly-owned subsidiary, Shandong ya
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Announcement on the reorganization of the manager of Baite Technology Co., Ltd. (Announcement No.: 2021-043);
6. Announcement of the Shandong Yabo Technology Co.Ltd(002323) manager on convening the investor group meeting (Announcement No.: 2021-068);
7. Announcement of Shandong Yabo Technology Co.Ltd(002323) manager on convening the second creditors’ meeting (Announcement No.: 2021-069);
8. Announcement of the Shandong Yabo Technology Co.Ltd(002323) manager on the second creditors’ meeting held by the wholly-owned subsidiary Shandong yabaite Technology Co., Ltd. (Announcement No.: 2021-070);
9. Announcement of the Shandong Yabo Technology Co.Ltd(002323) manager on the convening of the second creditors’ meeting (Announcement No.: 2021-075);
10. Equity adjustment plan for investors of Shandong Yabo Technology Co.Ltd(002323) reorganization plan (Draft).
（2） All voting groups at the creditors’ meeting of Yabo shares passed the resolution of the draft reorganization plan.
（3） Civil ruling (2021) Lu 0402 Po No. 3-3 made by the Central District Court of Zaozhuang City, Shandong Province (hereinafter referred to as “the Central District Court of Zaozhuang City”).
（4） The Shandong Yabo Technology Co.Ltd(002323) reorganization plan provided by Yabo share manager. (5) the investor equity adjustment plan of Shandong Yabo Technology Co.Ltd(002323) reorganization plan provided by Yabo share manager.
2、 Bankruptcy and reorganization of Yabo shares.
On April 25, 2021, Shandong Zaozhuang intermediate people’s court ruled to accept the bankruptcy reorganization case of Yabo shares according to the application of creditors, and ruled to refer the case to the people’s Court of Shizhong District, Zaozhuang City on April 29, 2021. The people’s Court of Shizhong District of Zaozhuang City appointed Shandong Yabo Technology Co.Ltd(002323) liquidation group as the manager of Yabo shares on May 6, 2021. On September 30, 2021, upon the application of the manager, the Shizhong District Court made a civil ruling (2021) Lu 0402 Po No. 3-3, ruled to approve the Shandong Yabo Technology Co.Ltd(002323) reorganization plan (hereinafter referred to as the “reorganization plan”) according to law, and terminated the reorganization procedure of Yabo shares.
According to the investor’s equity adjustment plan of the reorganization plan, the reorganization is based on the existing total share capital of Yabo shares of 745729656 shares, and the capital reserve is converted into share capital at the proportion of 18.44 shares per 10 shares,
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A total of 1375125486 shares were generated. After increasing, The total share capital of Yabo shares will be increased to 2120855142 shares (the exact number of shares converted into shares shall be subject to the number actually registered and confirmed by China Securities Depository and Clearing Corporation Limited Shenzhen Branch). Among the above converted shares, except 323185413 shares distributed to all shareholders other than the top ten shareholders registered by the company after the closing of the equity registration date selected at that time during the implementation process after the effectiveness of the reorganization plan , the remaining shares are used to pay off liabilities and introduce restructuring investors: 789379580 shares are used to introduce restructuring investors; 262560493 shares will be used to pay off the debts of Yabo shares and its subsidiary, Shandong yabaite.
3、 The basic principle and market practice of stock price ex right.
The basic principle of ex rights is that after the total share capital of a listed company increases, The actual value of the enterprise represented by each share (mainly net assets per share) will decrease, and it is necessary to eliminate these factors from the stock price after this fact, so as to adjust the stock price. According to the trading rules Section 4.4 In accordance with the provisions of Article 1, equity distribution, conversion of reserve funds into share capital, allotment of shares, etc. of listed securities, Equity registration date of the exchange (B shares are the last trading day) unless otherwise stipulated by the exchange, the ex rights and ex interests of the securities shall be handled on the next trading day. According to the above rules, if the capital reserve of listed securities is converted into share capital, the Shenzhen Stock Exchange will deal with the ex rights of the shares. When the total share capital of a listed company is increased, the ex rights of the stock price shall be mainly in the following two cases:
1. If the share capital is increased but the owner’s equity has not changed, the capital reserve shall be converted into share capital or shares shall be distributed
In this case, the actual value of the enterprise represented by each share of the listed company (calculated according to the net assets per share) decreases. In order to promote the open market to reflect the company’s stock price on a fair basis, the stock price needs to be ex rights.
2. Allotment of shares of listed companies whose price is significantly lower than the market price
When a listed company allots shares, the general situation is to allot shares to all the original shareholders of the listed company in proportion, and the allotment price is significantly lower than the market transaction price. From the perspective of the open market, in order to reflect the fair trading price benchmark, the company’s stock price needs to be adjusted downward through ex right after the allotment.
In addition, for additional issuance other than share allotment, such as non-public offering and public offering of shares by a listed company, the net assets per share will increase accordingly under normal circumstances. In practice, the stock price of the company will not be adjusted by ex right.
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4、 The calculation formula of the ex right reference price of Yabo shares converted from capital reserve to share capital should be adjusted. According to the actual situation of Yabo’s share restructuring plan, 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 increasing 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 be 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.
After research, the Institute believes that the adjustment of the above calculation formula is in line with the special situation of Yabo’s conversion of capital reserve to share capital, and is reasonable, as follows:
1. The conversion of capital reserve into share capital shall be implemented after the court’s ruling and approval. Most of the converted shares are used to introduce restructuring investors and pay off debts. According to the restructuring plan, after the increase, Yabo shares introduced restructuring investors and paid off its liabilities while expanding its total share capital. The company’s assets increased significantly, the debt scale decreased significantly, the asset liability structure was fundamentally improved, and the owner’s equity increased significantly. In terms of net profit level, Yabo shares were in a state of continuous loss before reorganization, and the net profit was negative for three consecutive years; After the reorganization, the company will restore its ability of continuous operation. Therefore, there is a qualitative difference between the increase of capital reserve and the general situation that the company’s share capital increases before and after the increase, but the owner’s equity and profitability remain unchanged, resulting in the decline of the actual value of the enterprise represented by each share, so the stock price needs to be adjusted by ex right.
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2. According to the restructuring plan, most of the shares generated from the conversion of capital reserve into share capital are used to introduce restructuring investors, who pay cash for consideration. In the reorganization procedure, the manager recruited the reorganization investors in an open manner and asked the reorganization investors to assist in solving the problems of performance compensation of shareholders of Yabo shares, performance compensation of former shareholders of Sun company and shareholders’ claims caused by Securities Misrepresentation. During the recruitment period, only one intended investor signed up and was willing to coordinate and solve the above problems. The manager and the only intended investor have determined the final investment plan after several rounds of negotiation and negotiation. From the perspective of implementation effect, this re increase is not a pure placement to all the original shareholders of the listed company under normal circumstances, but is closer to a market-oriented and negotiated transaction.
3. After the completion of this reorganization, the asset liability structure of Yabo shares has been optimized and the strength of net assets has been enhanced. According to the provisions of the reorganization plan, after the completion of the reorganization of the company, not only the total liabilities of the company will be greatly reduced and the financial situation will be effectively improved, but also powerful reorganization investors have been introduced into the reorganization procedure to help the operation and development of the company, and the equity value owned by the shareholders of the company will be significantly improved. Therefore, if the ex right price of the company’s stock is calculated according to the original formula in the trading rules, the ex right price of the company’s stock after ex right will be significantly lower than that before ex right, and the ex right price will not fairly reflect the real value of the company’s stock after Yabo shares have improved the fundamentals and essence of the company through reorganization, It is also inconsistent with the basic principle of finding the fair value of the company’s shares through ex right.
5、 Concluding observations.
In conclusion, the exchange believes that the capital reserve of Yabo shares in the reorganization process
