Citic Securities Company Limited(600030)
Special opinions on Shenzhen Soling Industrial Co.Ltd(002766) the adjustment of the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve into share capital Shenzhen Stock Exchange:
Because Shenzhen Soling Industrial Co.Ltd(002766) (hereinafter referred to as “soling shares”) cannot pay off the due debts and obviously lacks solvency, Shenzhen intermediate people’s Court (hereinafter referred to as “Shenzhen intermediate people’s court”) according to the creditor Jianhua building materials (China) Co., Ltd. (hereinafter referred to as “Jianhua China”) ）On December 15, 2020, the company decided to start the pre reorganization procedure of soling shares and appointed jindulu as the temporary manager during the pre reorganization of soling shares. On November 26, 2021, soling Co., Ltd. received the civil ruling (2020) Yue 03 Po Shen No. 475 delivered by Shenzhen intermediate people’s court. Shenzhen intermediate people’s court ruled to accept the case of soling Co., Ltd. reorganization and appointed Jindu law office as the manager.
On December 27, 2021, The first creditors’ meeting of soling shares voted and approved the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft) (hereinafter referred to as the “draft reorganization plan”), and the investor group voted and approved the investor’s rights and interests adjustment plan of the draft reorganization plan. On the same day, Shenzhen intermediate people’s court made a civil ruling (2021) Yue 03 Po No. 599 according to law, ruling to approve the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (hereinafter referred to as the “reorganization plan”) and terminate the reorganization procedures of soling shares.
According to the reorganization plan, this reorganization is based on the existing total share capital of soling shares of 421754014 shares, and the capital reserve is converted into share capital at the proportion of 10 shares per 10 shares, with a total of 421754014 shares. After increasing, The total share capital of soling shares will increase to 843508028 shares (the exact number of shares converted into shares shall be subject to the actual number registered and confirmed by CSDCC). The above converted shares shall not be distributed to the original shareholders, of which 241754014 shares are used to offset the debts of soling shares and Guangdong soling Electronic Technology Co., Ltd., a wholly-owned subsidiary, and the price of the debt offset shares is 11.76 yuan / share; 180000000 shares are distributed by the restructuring investors according to 2 . 45 yuan / share.
Citic Securities Company Limited(600030) (hereinafter referred to as “the financial consultant”) as the financial consultant of soling shares in this reorganization, after careful research, it is considered that the reference price of stock opening on the next trading day on the equity registration date needs to be adjusted in combination with the actual situation of the reorganization plan for the conversion of capital reserve into share capital in this reorganization of soling shares. The specific circumstances and reasons are as follows:
1、 The proposed adjustment to the stock opening reference price on the trading day next to the equity registration date:
According to article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021): “the calculation formula of ex right (interest) reference price is:
Ex right (interest) reference price = [(previous closing price – cash dividend) + allotment price × Share change ratio] ÷ (1 + share change ratio)
When the securities issuer deems it necessary to adjust the above calculation formula, it may apply to the bourse for adjustment and explain the reasons. With the consent of the exchange, the securities issuer shall publish the calculation formula of the ex right (interest) reference price applicable to the ex right (interest) to the market. ”
Since the capital reserve converted into share capital is a part of the adjustment of investors’ rights and interests in the reorganization procedure, it is different from dividend and share distribution in the general sense, According to article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021), it is proposed to adjust the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve into share capital. 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 conversion is 421.754 million shares, the amount of converted shares to offset debt is about 2843.0272 million yuan, the number of converted shares to offset debt is 241.754 million shares, the cash paid for the number of converted shares transferred by restructuring investors is 441 million yuan, and the number of converted shares transferred is 180 million shares; The converted shares will not be distributed to the original shareholders, and the distribution to the original shareholders will result in an increase of 0 shares in circulation, which does not involve cash dividends.
Under comprehensive calculation, the average price of soling shares converted into shares is 7.79 yuan / share ([11.76 yuan / share) × 242 million shares + 2.45 yuan / share × 180 million shares) ÷ (242 million shares + 180 million shares)]. If the closing price of the company’s shares on the equity registration date is higher than 7.79 yuan / share, the company’s shares will adjust the stock opening reference price on the next trading day on 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 7.79 yuan / share, the company’s stock opening reference price on the next trading day on the equity registration date will not be adjusted.
2、 The rationality of the adjustment of the stock opening reference price on the trading day after the equity registration date
1. The conversion of the capital reserve into share capital shall be implemented after being approved by the Shenzhen intermediate people’s court. According to the reorganization plan, the converted shares will not be distributed to the original shareholders, and some shares will be conditionally transferred by the reorganization investors. The transferred consideration will be used to pay the reorganization expenses, pay off some debts and supplement the company’s working capital, and the remaining converted shares will be used to offset debts with shares to ordinary creditors, The original shareholders of the company did not actually obtain the converted shares. From the arrangement of the reorganization plan, after the increase, the company obtained the funds invested by investors while increasing its share capital. The debt repayment with shares for more than 200000 ordinary creditors will also reduce the company’s liabilities accordingly. The asset liability structure will be fundamentally improved and the owner’s equity will increase significantly, while the number of shares held by the original shareholders of soling shares has not changed. In this case, we need to consider the impact of various factors on the real value of the company’s shares.
2. In the process of this reorganization, the overall reorganization investors transferred 180000000 shares of the company into shares, and the amount of consideration provided was about 441 million yuan; Creditors transferred 241754014 shares of the company into shares as a whole, and the debt offset was about 2843027200 yuan. All the shares formed by the conversion of capital reserve into share capital are used to attract capital and repay debts. The reorganized investors pay the consideration in cash and the creditors pay the consideration in creditor’s rights. This behavior 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 debts of soling shares will be paid off 100% in the form of “cash repayment + debt repayment with shares” according to the provisions of the reorganization plan. The performance of investors’ obligations will contribute to the stable improvement of the company’s quality and intrinsic value, and properly protect the rights and interests of minority shareholders. On the one hand, according to the equity adjustment plan of investors, Tang He holdings, the leading Party of the investor, made performance commitments for the realization of the future profits of the listed company. Tanghe holdings is responsible for the production, operation and management of soling after the reorganization. If the above commitments are not realized due to Tanghe holding, it shall be made up in cash within three months after the disclosure of soling’s 2024 annual report. On the other hand, all investors promise not to transfer their shares of soling shares within 36 months from the date of receipt of the converted shares. The above arrangement ensures that after the conversion of capital reserve into increase is completed, there will be no abnormal fluctuation in the share price of soling shares caused by the immediate reduction of investors’ holdings, ensures that investors hold a large proportion of shares of listed companies for a long time, helps to urge investors to earnestly perform their corresponding responsibilities, actually participate in corporate governance and improve the governance level of listed companies, Seek long-term common strategic interests of coordination and complementarity with listed companies. Therefore, the performance of investors’ obligations will contribute to the stable improvement and development of the company’s operation, improve the quality of listed companies and protect the legitimate rights and interests of investors.
3、 Special opinions
In conclusion, the financial advisor believes that in order to promote the smooth implementation of soling’s share restructuring plan, and considering that the company’s share price needs to reflect the fair value of soling’s shares after the fundamental improvement and expansion of share capital through restructuring, Therefore, it is necessary to adjust the stock opening reference price of soling shares on the trading day next to the equity registration date on which the capital reserve is converted into share capital according to the actual situation.
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