Securities code: 002766 securities abbreviation: * ST soling Announcement No.: 2021-085 Shenzhen Soling Industrial Co.Ltd(002766)
Risk warning announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan and 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 contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. According to the reorganization plan approved by the Shenzhen intermediate people's Court (hereinafter referred to as "Shenzhen intermediate people's court"), take Shenzhen Soling Industrial Co.Ltd(002766) (hereinafter referred to as "soling shares" or "the company") ）The existing total share capital is the base, and the capital reserve is converted into share capital according to the proportion of 10 shares per 10 shares, with a total of 421754014 shares. After increasing, The total share capital of soling shares will be increased to 843508028 shares (the exact number of shares to be converted will be subject to the number actually registered and confirmed by CSDCC). The shares converted from capital reserve this time are all tradable shares with unlimited sales (the converted shares subscribed by the reorganization investor shall be limited to 36 months from the date of registration in the investor's securities account). The aforesaid converted shares shall not be distributed to the original shareholders, and shall be arranged according to the following investor's equity adjustment scheme: 180000000 converted shares shall be used to introduce the investor, and the investor shall make a pre reorganization decision on soling shares 20 days before the date of Shenzhen intermediate people's court The average transaction price of the stock on the last trading day is 20% off of 3.06 yuan / share, that is, the price of 2.45 yuan / share is conditionally transferred, and a total of 441000000.00 yuan of funds is provided. The funds paid by the investors are used to pay restructuring expenses, pay off some debts and supplement the working capital of the company. 241754014 shares were converted into shares to offset the debts of soling shares and Guangdong soling, and the debt repayment price was 11.76 yuan / share.
Under comprehensive calculation, the average price of soling shares converted into shares is 7.79 yuan / share [average price = (debt paid capital * debt paid price + investor subscribed capital * subscription price) / total converted capital = (241754014 shares * 11.76 yuan / share + 180000000 shares * 2.45 yuan / share) / 421754014 shares = 7.79 yuan / share].
2. In the bankruptcy reorganization of soling shares, on the one hand, the owner's equity is increased by introducing reorganization investors and converting shares to pay off debts; 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 7.79 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 7.79 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 7.79 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.
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 26, 2021, Shenzhen intermediate people's court ruled to accept the case of shensoling reorganization, Beijing Jindu (Shenzhen) law firm was appointed as the manager of the company on November 29, 2021. For details, see the announcement on the court's decision to accept the risk warning of company reorganization and continued delisting (Announcement No.: 2021-057) and the announcement on receiving the decision of the court to appoint the manager (Announcement No.: 2021-059) disclosed by the company.
The first creditors' meeting and investors' group meeting of soling's share reorganization were held on December 27, 2021. The first creditors' meeting has a property secured creditor's right group and an ordinary creditor's right group, Both voted and approved the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft); the investor group also voted and approved the investor rights and interests adjustment plan of Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft). See the announcement of the Shenzhen Soling Industrial Co.Ltd(002766) manager on the convening of the first creditor meeting (Announcement No.: 2021-080) disclosed on the same day for the convening of the first creditor meeting and the meeting of the investor group《 Shenzhen Soling Industrial Co.Ltd(002766) announcement of the manager on the convening of the investor group meeting (Announcement No.: 2021-081).
According to the provisions of Article 86 of the enterprise bankruptcy law of the people's Republic of China, the administrator submitted the notice on approval to the Shenzhen intermediate people's Court on December 27, 2021
< Shenzhen Soling Industrial Co.Ltd(002766) 重整计划>
Your application. On the same day, the manager received the civil ruling (2021) Yue 03 Po No. 599 delivered by Shenzhen intermediate people's court, which ruled to approve the soling share restructuring plan and terminate the soling share restructuring procedures. For details, see the announcement on court ruling to approve the restructuring plan (Announcement No.: 2021-084) disclosed by the company on the same day.
2、 Plan for converting capital reserve into share capital
According to the reorganization plan approved by the Shenzhen intermediate people's court, taking the existing total share capital of soling shares as the base, the capital reserve was converted into share capital at the proportion of 10 shares per 10 shares, with a total of 421754014 shares. After the increase, the total share capital of soling shares will increase to 843508028 shares (the exact number of shares finally increased shall be subject to the number actually registered and confirmed by CSDCC).
The shares converted from capital reserve are all tradable shares without restriction (the converted shares subscribed by the reorganization investor shall be restricted for 36 months from the date of registration in the investor's securities account). The aforesaid converted shares shall not be distributed to the original shareholders, and shall be arranged according to the following investor's equity adjustment scheme: 180000000 converted shares shall be used to introduce the investor, and the investor shall make a pre reorganization decision on soling shares 20 days before the date of Shenzhen intermediate people's court The average transaction price of the stock on the last trading day is 20% off of 3.06 yuan / share, that is, the price of 2.45 yuan / share is conditionally transferred, and a total of 441000000.00 yuan of funds is provided. The funds paid by the investors are used to pay restructuring expenses, pay off some debts and supplement the working capital of the company. 241754014 shares were converted into shares to offset the debts of soling shares and Guangdong soling, and the debt repayment price was 11.76 yuan / share.
Under comprehensive calculation, The average price of soling shares converted into shares is 7.79 yuan / share [average price = (debt paid share capital * debt paid price + investor subscribed share capital * subscription price) / total share capital converted into shares = (241754014 shares * 11.76 yuan / share + 180000000 shares * 2.45 yuan / share) / 421754014 shares = 7.79 yuan / share] 。 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: December 31, 2021, ex right and ex interest date: 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 soling shares, on the one hand, the owner's equity is increased by introducing reorganization investors and converting shares to pay off debts; 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).
In the above calculation formula, the total share capital before the conversion is 421754014 shares, the amount of converted shares to offset the debt is 284302724.64 yuan, and the cash paid by the reorganization investor for the transfer of converted shares is 441000000 yuan; The number of converted shares for debt repayment is 241754014 shares, and the number of converted shares transferred by restructuring investors is 180000000 shares; The converted shares will not be distributed to the original shareholders, and the distribution to the original shareholders will result in an increase in the number of circulating shares 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 7.79 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 7.79 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. Citic Securities Company Limited(600030) as the financial adviser of the company in this reorganization and Guangdong Guohui 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 ( Shenzhen Soling Industrial Co.Ltd(002766) special account for property disposal of bankrupt enterprises). The company will subsequently 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
Tradable shares with limited sales conditions 3002583030025830
Tradable shares without restrictions 391728184421754014813482198
Total number of shares 421754014421754014843508028
7、 Consultation mode
Contact Department / contact person: Office of the board of directors
Contact address: 3609, building B, financial center Shenzhen Centralcon Investment Holding Co.Ltd(000042) at the intersection of Houhai Avenue and Hyde 1st Road, Nanshan District, Shenzhen
Tel: 0755-28022655
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 7.79 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. Shenzhen 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. As the audited net assets of the company in 2020 are negative, the company has been warned of delisting risk. According to the stock listing rules of Shenzhen Stock Exchange (revised in 2020) (hereinafter referred to as "the stock exchange")
