15 / F, Ronghe yuntu center, No. 139, Taibai South Road, Xi'an, Shaanxi Province zip code: 710065
Floor15,Rong he Cloud Centre,No.139,South Taibai Road，
Xi'an ,Shaanxi Province, P.R.China. Post code:710065
Tel: (8629) 88360125 / 88360126 / 88360128 Fax: (8629) 88360129
Website: H ttp://www.kdxa.com.
Beijing Kangda (Xi'an) law firm
On Ccoop Group Co.Ltd(000564) the ex right treatment of the stock price after the capital reserve is converted into share capital
Legal opinion
December, 2001
Beijing, Shanghai, Guangzhou, Shenzhen, Tianjin, Xi'an, Haikou, Hangzhou, Hangzhou, Nanjing, Shenyang, Chengdu, Suzhou, Heze, Hong Kong, Hohhot, Wuhan, Wuhan
Beijing Kangda (Xi'an) law firm
About Ccoop Group Co.Ltd(000564)
The stock price is subject to ex rights treatment after the capital reserve is converted into share capital
Legal opinion
To: Ccoop Group Co.Ltd(000564)
In accordance with the company law of the people's Republic of China, the enterprise bankruptcy law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as the Listing Rules), the trading rules of Shenzhen Stock Exchange (revised in March 2021) (hereinafter referred to as the trading rules) and other relevant laws and administrative regulations in force Regulations, normative documents (hereinafter referred to as "laws and regulations") and the Ccoop Group Co.Ltd(000564) articles of association, Beijing Kangda (Xi'an) law firm has accepted the entrustment of Ccoop Group Co.Ltd(000564) (hereinafter referred to as "supply and marketing Daji" or "company" and "listed company") to verify the relevant matters concerning the ex right treatment of the stock price of the conversion of capital reserve into share capital (hereinafter referred to as "this conversion of capital reserve into share capital") in the company reorganization, and issue this legal opinion.
Matters declared by our lawyer:
1. In order to issue this legal opinion, our lawyers reviewed the relevant materials provided by the company and listened to the statements and explanations made by the company on relevant facts. The company has guaranteed that it has provided the exchange with all the original written materials or copies required for issuing this legal opinion, and such materials are true, accurate, complete and effective without any concealment, omission and falsehood, and the copies or copies of the materials are consistent with the original materials or originals; The signatures and seals of all documents are authentic; The signatories of the submitted documents have full civil capacity, and their signing has been properly and effectively authorized. Our lawyers rely on the supporting documents or relevant professional reports issued by relevant government departments, supply and marketing fairs or other units to express their legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
2. This legal opinion only expresses legal opinions on the legal issues related to the ex right treatment of the stock price of capital reserve converted into share capital in the supply and marketing reorganization, and does not express opinions on other issues, accounting, audit, asset evaluation and other professional matters. Our lawyers do not have the professional qualification to check and judge the contents of professional documents such as accounting, audit and asset evaluation cited in this legal opinion. The reference of these professional documents and their contents in this legal opinion does not mean that our lawyers have the authenticity of these professional documents and their contents Make any express or implied warranty of accuracy.
3. Our lawyers express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, the provisions of China's current effective laws and regulations and their understanding of relevant facts, laws and regulations. We do not guarantee that such laws Any change or interpretation of regulations after the issuance of this legal opinion will not affect this legal opinion.
4. Our lawyer agrees that the company will report and use this legal opinion together with other materials. No one shall use it for any other purpose without our written consent.
Based on the above, the office and the handling lawyer have verified and verified the relevant documents and facts provided by the supply and marketing collection in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Bankruptcy and 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") ruled to accept the reorganization case of supply and marketing Daji and its 24 subsidiaries according to law, and designated the liquidation group of HNA Group as the reorganization manager of supply and marketing Daji and its 24 subsidiaries (hereinafter referred to as "the manager") ）, the company entered bankruptcy reorganization. On September 30, 2021, the company held the second creditors' meeting and the investors' group meeting, The reorganization plan of Ccoop Group Co.Ltd(000564) and its twenty-four subsidiaries (Draft) (hereinafter referred to as the draft reorganization plan) was reviewed and voted through. On October 31, 2021, Hainan high court ruled to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its twenty-four subsidiaries (hereinafter referred to as the reorganization plan) and terminate the supply and marketing reorganization procedure.
According to the investor's equity adjustment plan of the reorganization plan, "based on about 598200400 existing shares of supply and marketing Daji, 34.9 shares will be converted into capital reserve for every 10 shares, and about 20880467000 shares will be converted into shares (the exact amount of final conversion shall be subject to the actual registration and confirmation of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch).
Of 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, including: (1) 1099.8697 million shares that should be written off for failing to fulfill the performance commitments in 2018 and 2019 should be written off, and 3839.1469 million shares should be written off to fulfill the partial compensation obligations of these shareholders for the performance commitments in 2018 and 2019; (2) 171.10743 million remaining shares should be written off, and 5972.5854 million shares should be added to the listed companies to solve the problem of supply and marketing on January 30, 2021 Some losses caused to the listed company by the relevant problems disclosed in the self inspection report and the supplementary announcement of the self inspection report on February 9, 2021. 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. 1470511500 shares held by New Cooperative Trading Chain Group Co., Ltd. and its persons acting in concert (hereinafter collectively referred to as "new partners") were converted into 5132889700 shares, which were 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 plan is determined and the new partner has fulfilled its 2020 performance commitment compensation obligations. After the performance compensation plan is determined according to the relevant review procedures of the company, it will be disposed according to the resolution of the general meeting of shareholders. 3. The 1700.5486 million shares held by the remaining shareholders are converted into 593 new shares , 5.8449 million shares, of which 221.185 million shares are distributed to the listed company in 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 are 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. The final accurate number of shares is subject to the actual number registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch and the results recognized by the regulatory authority. 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 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 high court issued (2021) qiongpo No. 21-8 civil ruling and (2021) qiongpo No. 21-8 notice of assistance in execution (hereinafter referred to as "Hainan high court documents") ）。 According to the documents of Hainan high court, the company takes the total existing share capital of supply and marketing Daishi 5982004024 shares as the base, and implements the conversion of capital reserve into shares according to the proportion of 22.035714 shares per 10 shares, A total of 13181773325 shares have been converted into shares (the final actual number of shares converted into shares shall be subject to the actual number registered and confirmed by China Securities Depository and Clearing Corporation Shenzhen Branch), as follows:
1. Among the shares 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 of 3839146952, 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 of 3859546761, with a total of 7698693713 shares, which will not be converted into new shares for registration, As the controlling shareholder of supply and marketing group, HNA commercial Holding Co., Ltd. and its acting in concert, New Cooperative Commerce Chain Group Co., Ltd. and its acting in concert have fulfilled the compensation obligations of some performance commitments.
2. Among the converted shares, 9457778412 converted shares are all 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、 Relevant treatment of ex right of stock price after the company's capital reserve is converted into share capital
(i) Legality and compliance of ex rights of stock price after the company's capital reserve is converted into share capital
1. Relevant provisions and basic principles of stock price ex right
Rule 4.4.1 of the trading rules Article 1 stipulates: "in case of equity distribution, conversion of public reserve into share capital, allotment of shares, etc. of listed securities, the exchange shall deal with the ex rights and ex interests of the securities on the trading day next to the equity registration date (B shares are the last trading day), unless otherwise stipulated by the exchange."
According to the above provisions, our lawyers understand that if the capital reserve of listed securities is converted into share capital, Shenzhen Stock Exchange will remove the right. The principle is: due to the increase of share capital of listed companies, The actual value (net assets per share) of the enterprise represented by each share has decreased, which needs to be removed from the stock market price after this fact.
Our lawyers understand that when the share capital of a listed company increases, there are mainly the following two situations for the ex right of the stock price:
(1) The share capital of a listed company increases while all
