Securities code: 002321 securities abbreviation: Henan Huaying Agricultural Development Co.Ltd(002321) Announcement No.: 2021-090
Henan Huaying Agricultural Development Co.Ltd(002321)
Announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the risk prompt related to the adjustment of the opening reference price on the first trading day after the implementation
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 investor’s equity adjustment plan of the reorganization plan approved by the court, The capital reserve converted into share capital is based on the existing total share capital of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “Huaying agriculture” or “the company”), and the capital reserve is converted into shares according to the proportion of about 29.92 shares per 10 shares, with a total of 1598598971 shares. After the conversion, the total share capital of Huaying agriculture is increased from 534291100 shares to 2132890071 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). The above converted shares will not be distributed to the original shareholders, of which 531963958 shares will be used to pay off the debts of Huaying agriculture in the form of debt repayment by shares, and the debt repayment price is 7.55 yuan / share. 1066635013 shares will be conditionally transferred by the restructuring investor and will be reused The total investment of the whole investor is 755.3106 million yuan, of which 89.8337 million yuan is used to repay the occupation of funds, and the remaining 66.54769 million yuan is used to transfer shares, and the cash consideration of the transferred shares is 0.6239 yuan / share. Under comprehensive calculation, the average price of Huaying agricultural converted shares is 2.93 yuan / share [(7.55 yuan / share) × 532 million shares + RMB 0.6239/share × 1.067 billion shares) ÷ (532 million shares + 1.067 billion shares)]. The shares converted from capital reserve are non tradable shares. The reorganized investors are Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership), Henan Guangzhou ChenYue Industrial Co., Ltd., Xinyang Huaxin Investment Group Co., Ltd. and Huangchuan agricultural investment new kinetic energy enterprise management center (limited partnership) and Xinyang Guangxing equity investment management center (limited partnership) promise not to reduce their holdings in any form (including call auction, block trading and agreement transfer) within 36 months from the date when the transferred shares are registered in their designated securities account.
2. In the bankruptcy reorganization of Huaying agriculture, on the one hand, the owner’s equity is increased by introducing reorganization investors and paying off debts by increasing shares; On the other hand, the implementation of capital reserve conversion led to the expansion of the company’s total share capital. This change will jointly affect the real value of the company’s shares after conversion. In order to reflect the impact of the above equity adjustment on the company’s stock value, according to article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021), it is necessary to adjust the stock opening reference price on the next trading day after the implementation of the above equity adjustment. The adjustment formula is:
Stock opening reference price on the next trading day on the equity registration date = [(previous closing price – cash dividend) × Total share capital before conversion + amount of converted shares to offset debts + cash paid by restructuring investors for transferring converted shares] ÷ (total share capital before conversion + number of converted shares to offset debts + number of converted shares transferred by restructuring investors + increase in circulating shares due to distribution to original shareholders).
If the closing price of the company’s shares on the equity registration date is higher than the average price of converted shares by 2.93 yuan / share, the reference price of the company’s shares shall be adjusted on the trading day next to the equity registration date according to the above calculation formula. If the closing price of the company’s shares on the equity registration date is lower than or equal to the average price of converted shares by 2.93 yuan / share, The opening reference price of the company’s shares shall not be adjusted on the trading day next to the equity registration date.
The financial adviser and legal adviser have expressed clear opinions on the above adjustment of the stock opening reference price on the trading day next to the equity registration date.
3. The registration date of the transfer of capital reserve to equity is December 31, 2021, and the ex right and ex interest date is January 4, 2022. The company intends to apply to Shenzhen stock exchange for suspension of trading for one trading day on the date of equity registration (December 31, 2021) and resumption of trading on January 4, 2022.
4. If the closing price of the company’s shares on the equity registration date is higher than the average price of converted shares by 2.93 yuan / share, and the opening reference price of the company’s shares is adjusted on the trading day next to the equity registration date according to the above calculation formula, the securities trading on the trading day next to the equity registration date shall use the above opening reference price as the benchmark for calculating the rise and fall range.
5. The opening reference price on the next trading day on the equity registration date is closely related to the stock price fluctuation in the following days. Investors are reminded to pay attention to investment risks.
1、 The court ruled to approve the company’s reorganization plan
On November 20, 2021, Henan Xinyang intermediate people’s Court (hereinafter referred to as “Xinyang intermediate people’s court” or “court”) ruled to accept the case of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “Huaying agriculture” or “company”) bankruptcy reorganization, and appointed Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin certified public accountants (special general partnership) Henan branch is the manager and is responsible for the relevant work during the reorganization. For details, see the announcement on the court’s ruling to accept the company’s reorganization (Announcement No.: 2021-071).
On the morning of December 22, 2021, Xinyang intermediate people’s court held the first creditors’ meeting of Huaying agricultural reorganization, The meeting voted and approved the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft); on the afternoon of December 22, 2021, Huaying Agriculture held a investor group meeting, which deliberated and adopted the investor rights and interests adjustment plan of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft). See the announcement on the convening of the first creditor meeting (Announcement No.: 2021-084) and Announcement on resolutions of the investor group meeting (Announcement No.: 2021-085).
On December 22, 2021, Xinyang intermediate people’s court made a civil ruling (2021) Yu 15 Po No. 6-1, ruling to approve the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (hereinafter referred to as the “reorganization plan”) and terminate the Huaying agricultural reorganization procedure. For details, see the announcement on the approval of the reorganization plan by the court (Announcement No.: 2021-086).
2、 Plan for converting capital reserve into share capital
According to the reorganization plan approved by Xinyang intermediate people’s court, the capital reserve is converted into share capital based on the existing total share capital of Huaying agriculture, and the capital reserve is converted into share capital at the proportion of 29.92 shares per 10 shares, with a total of 1598598971 shares. After the conversion, the total share capital of Huaying agriculture increased from 534291100 shares to 2132890071 shares. The shares converted from capital reserve are all tradable shares without restrictions. The above converted shares are not distributed to the original shareholders, and are arranged according to the following investor’s equity adjustment plan:
In order to raise debt repayment resources, solve the occupation of funds by controlling shareholders and restore the sustainable profitability of Huaying agriculture, reorganization investors will be introduced during the implementation of the reorganization plan. Among the converted shares, 1066635013 shares will be conditionally transferred by the reorganization investors. The total investment of the reorganization investors is 755310600 yuan, of which 89.8337 million yuan is used to repay the occupation of funds, The remaining 665476900 yuan was used for the transfer of converted shares, and the cash consideration of the transferred shares was 0.6239 yuan / share.
Reorganized investors: Xinyang Dingxin Xinghua Industrial investment partnership (limited partnership), Henan Guangzhou ChenYue Industrial Co., Ltd., Xinyang Huaxin Investment Group Co., Ltd., Huangchuan agricultural investment new kinetic energy enterprise management center (limited partnership), Xinyang Guangxing equity investment management center (limited partnership) undertakes not to reduce its holdings in any form within 36 months from the date when the transferred shares are registered in its designated securities account (including call auction, block trading, agreement transfer and other methods). In order to resolve the Huaying agricultural debt crisis as a whole, 531963958 shares of the converted shares will be used to pay off Huaying agricultural debt in the form of debt repayment, and the debt repayment price is 7.55 yuan / share.
Under comprehensive calculation, the average price of Huaying agricultural converted shares is 2.93 yuan / share [(7.55 yuan / share) × 532 million shares + RMB 0.6239/share × 1067 million shares) ÷ (532 million shares + 1067 million shares)].
The specific number of shares transferred shall be subject to the contents specified in the judicial assistance execution notice at the implementation stage of the reorganization plan and the actual number registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. 3、 Equity registration date
The registration date of the transfer of capital reserve to equity is December 31, 2021, and the ex right and ex interest date is January 4, 2022. The company intends to apply to Shenzhen stock exchange for suspension of trading for one trading day on the date of equity registration (December 31, 2021) and resumption of trading on January 4, 2022.
4、 Adjustment of stock opening reference price on the trading day next to the equity registration date
In the bankruptcy reorganization of Huaying agriculture, on the one hand, the owner’s equity was increased by introducing reorganization investors and paying off debts by increasing shares; On the other hand, the implementation of capital reserve conversion led to the expansion of the company’s total share capital. This change will jointly affect the real value of the company’s shares after conversion. In order to reflect the impact of the above equity adjustment on the value of the company’s shares, the adjustment is made according to the reference price of stock opening on the next trading day after the transaction of Shenzhen Stock Exchange. The adjustment formula is:
Stock opening reference price on the next trading day on the equity registration date = [(previous closing price – cash dividend) × Total share capital before conversion + amount of converted shares to offset debts + cash paid by restructuring investors for transferring converted shares] ÷ (total share capital before conversion + number of converted shares to offset debts + number of converted shares transferred by restructuring investors + increase in circulating shares due to distribution to original shareholders).
In the above calculation formula, the total share capital before the conversion is 534291100 shares, and the amount of converted shares to offset the debt is 4016327900 yuan, The cash paid by restructuring investors for the transfer of shares was 665476900 yuan (the total investment is 755.3106 million yuan, deducting the amount after repaying the non operating funds occupied by the controlling shareholder of 89.8337 million yuan); the number of shares converted from debt repayment is 531.964 million shares, and the number of shares transferred from reorganization investors is 1066.635 million shares; the converted shares are not distributed to the original shareholders, resulting in an increase in the number of circulating shares to the original shareholders of 0.
If the closing price of the company’s shares on the equity registration date is higher than the average price of converted shares by 2.93 yuan / share, the reference price of the company’s shares shall be adjusted on the trading day next to the equity registration date according to the above calculation formula. If the closing price of the company’s shares on the equity registration date is lower than or equal to the average price of converted shares by 2.93 yuan / share, The opening reference price of the company’s shares shall not be adjusted on the trading day next to the equity registration date.
China Securities Co.Ltd(601066) as the financial adviser of the company in this reorganization and Beijing Dacheng Law Firm as the legal adviser of the company, has expressed clear opinions on the above adjustment of the stock opening reference price on the next trading day on the equity registration date.
5、 Implementation measures for conversion to capital stock
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 securities account opened by the manager ( Henan Huaying Agricultural Development Co.Ltd(002321) special account for property disposal of bankrupt enterprises).
Subsequently, the company will transfer the converted shares to the account designated by the reorganization investors and creditors through judicial transfer according to the reorganization plan.
6、 Statement of changes in shares
Unit: shares
Share capital after the change of share nature
Restricted tradable shares / non tradable shares
Tradable shares 322906103229061
(Executive lock up shares)
Tradable shares without sale conditions 53106203915985989712129661010
Total shares 53429110015985989712132890071
7、 Consultation mode
Contact Department / contact person: he Zhifeng
Contact address: Securities Department, 16th floor, No. 1, Gongye Avenue, industrial agglomeration zone, Huangchuan County, Henan Province
Tel: (0371) 55697517
8、 Suspension and resumption arrangements
The company intends to apply to Shenzhen Stock Exchange to suspend trading for one trading day on December 31, 2021 and resume trading on January 4, 2022. The company will complete the registration and transfer of converted shares as soon as possible according to the reorganization plan. The manager of the company will also timely submit the supervision report on the completion of the implementation of the reorganization plan to the court according to the implementation of the reorganization plan, and apply to the court for a ruling to confirm the completion of the implementation of the reorganization plan.
9、 Risk tips
1. If the closing price of the company’s shares on the equity registration date is higher than the average price of converted shares by 2.93 yuan / share, and the company’s shares adjust the stock opening reference price on the trading day next to the equity registration date according to the above calculation formula, the securities trading on the trading day next to the equity registration date shall use the above opening reference price as the benchmark for calculating the rise and fall range.
2. The opening reference price on the next trading day on the equity registration date is closely related to the fluctuation of stock prices in subsequent days. Investors are reminded to pay attention to investment risks.
3. Xinyang intermediate people’s court has ruled to terminate the company’s reorganization procedure, and the company has entered the implementation stage of the reorganization plan. According to the relevant provisions of the enterprise bankruptcy law of the people’s Republic of China, during the implementation of the reorganization plan, if the company does not implement or cannot implement the reorganization plan, the company will be declared bankrupt. If the company is declared bankrupt, according to article 14.4.1 of the stock listing rules of Shenzhen Stock Exchange According to paragraph (6) of Article 17, the company’s shares will face the risk of delisting.
4. Company
