China Galaxy Securities Co.Ltd(601881)
Special opinions on Shandong Yabo Technology Co.Ltd(002323) adjusting the calculation results of the ex right reference price of capital reserve converted into share capital
Shenzhen Stock Exchange:
On April 25, 2021, The intermediate people’s Court of Zaozhuang City, Shandong Province made (2021) Lu 04 Po Shen No. 3 civil ruling, ruled to accept the creditor’s reorganization application for Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “Yabo shares”) according to law, and transferred the case to the people’s Court of Shizhong District, Zaozhuang City, Shandong Province (hereinafter referred to as “Shizhong District Court”) on April 29, 2021 ）Trial. On May 6, 2021, Shizhong District Court made (2021) Lu 0402 Po 3-1 decision and appointed Shandong Yabo Technology Co.Ltd(002323) liquidation group as the manager. On September 30, 2021, upon the application of the manager, Shizhong District Court made (2021) Lu 0402 Po 3-3 civil ruling and approved the Shandong Yabo Technology Co.Ltd(002323) reorganization plan (hereinafter referred to as “reorganization plan”) ）And terminate the reorganization procedure of Yabo shares.
According to the investor’s equity adjustment plan of the reorganization plan, this reorganization will convert the capital reserve into share capital based on the existing total share capital of Yabo shares of 745729656 shares and increase 18.44 shares for every 10 shares, with a total of 1375125486 shares. After the completion of this reorganization, the total share capital of the company will be increased from 745729656 shares to 2120855142 shares. Among the above converted shares, 323185413 shares will be distributed to all shareholders except the top ten shareholders registered in the company after the closing of the equity registration date, 789379580 shares will be transferred by the restructuring investor for a total cash consideration of 789379580 yuan, and the remaining 262560493 shares will be used to offset the debts of Yabo shares. (the exact number of shares to be added shall be subject to the number actually registered and confirmed by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch)
According to Yabo shares published in China Securities Journal and the website of Shenzhen Stock Exchange on December 27, 2021（ http://www.szse.cn./ ）According to the announcement of Shandong Yabo Technology Co.Ltd(002323) on the implementation of the conversion of capital reserve into share capital in the reorganization plan (Announcement No.: 2021-096), the company adjusted the calculation formula of ex right reference price in accordance with article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in December 2020). The adjusted ex right formula is:
Ex right (interest) reference price = [(previous closing price – cash dividend) + the price of converted 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, Then the adjusted ex right (interest) reference price of the company shall remain 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 company shall be ex right (interest) the reference price shall be adjusted according to the above formula. In view of the registration date of the conversion of capital reserve to share capital (December 30, 2021) the trading of the company’s shares was suspended, and the closing price of the company’s shares before the ex dividend date of this capital reserve conversion was the closing price on December 29, 2021, i.e. RMB 5.38/share, so the adjusted ex dividend reference price calculated according to the above formula was RMB 2.98/share. The ex dividend reference price was lower than the closing price of the shares before the ex dividend date, so the company’s share price should be based on Ex right adjustment shall be carried out according to the above formula.
China Galaxy Securities Co.Ltd(601881) as the financial adviser in the reorganization of Yabo shares (hereinafter referred to as “the financial adviser”), after careful review, it is considered that the calculation results of the above ex right and ex dividend reference price meet the calculation results of the calculation formula in the company’s announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan (Announcement No.: 2021-096).
In addition, the ex right reference price is the reference price formed based on the ex right principle, not the actual transaction price. The financial consultant hereby reminds investors to make investment decisions carefully according to the actual situation of the company.
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(there is no text on this page, which is the seal page of China Galaxy Securities Co.Ltd(601881) special opinions on Shandong Yabo Technology Co.Ltd(002323) adjusting the calculation results of the ex right reference price of capital reserve converted into share capital) China Galaxy Securities Co.Ltd(601881) December 29, 2021
