China Galaxy Securities Co.Ltd(601881)
Special opinions on Huachangda Intelligent Equipment Group Co.Ltd(300278) adjusting the calculation results of the stock opening reference price on the trading day next to the equity registration date of the conversion of capital reserve to share capital
Shenzhen Stock Exchange:
On November 18, 2021, Shiyan intermediate people’s Court of Hubei Province (hereinafter referred to as “Shiyan intermediate people’s court”) made (2021) e 03 Po Shen No. 20 civil ruling and (2021) e 03 Po Shen No. 20 bis decision, ruling to accept the creditor Shenzhen hi tech Investment Group Co., Ltd. (hereinafter referred to as “Hi Tech Investment Group”) against Huachangda Intelligent Equipment Group Co.Ltd(300278) (hereinafter referred to as “huachangda” or “the company”) ）On December 20, 2021, upon the application of the manager, Shiyan intermediate people’s Court issued (2021) e 03 Po No. 29 civil ruling, approved the Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization plan (hereinafter referred to as the “reorganization plan”) and terminated huachangda’s reorganization procedures.
According to the investor’s equity adjustment plan of the reorganization plan, this reorganization takes the 568506412 shares of huachangda’s existing total share capital of 575716412 shares after deducting 7210000 shares to be repurchased and cancelled by equity incentive as the base, and implements the conversion of capital reserve into shares at the proportion of about 15.00423 shares per 10 shares, with a total of 853000096 shares. After the above-mentioned increase and cancellation, the total share capital of huachangda is 1421506508 shares (the exact number of shares converted into shares shall be subject to the number actually registered and confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited). The above converted shares will not be distributed to the original shareholders and will be used to introduce restructuring investors and pay off various debts in accordance with the provisions of the restructuring plan. The specific arrangements are as follows: (1) 623000000 shares are used to conditionally introduce restructuring investors, and the funds paid by the restructuring investors are used to repay various debts and supplement the company’s working capital; (2) 230000096 shares are used to offset the debts of huachangda and its core subsidiary Shanghai demake Automobile Equipment Manufacturing Co., Ltd.
According to the announcement Huachangda Intelligent Equipment Group Co.Ltd(300278) 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, which was disclosed by huachangda on December 27, 2021 (Announcement No.: 2021-154), the company adjusted the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve into share capital, and the adjustment formula is:
Stock opening reference price on the trading day next to the equity registration date = [previous closing price] × (total share capital before conversion – the number of restricted shares to be repurchased and cancelled involving employee equity incentive) + debt relief amount of restructuring investor + cash amount paid by restructuring investor for transfer of converted shares + amount of converted shares to offset debt] ÷ (total share capital before conversion – the number of restricted shares to be repurchased and cancelled involving employee equity incentive + the number of converted shares transferred by restructuring investors + the number of converted shares to offset debt)
In the above calculation formula, the total share capital before the conversion is 575716412 shares, the number of restricted shares to be repurchased and cancelled involving employee equity incentive is 7210000 shares, the amount of debt exempted by the restructuring investor is 497579852.22 yuan, the amount of debt offset by the converted shares is 1690500705.60 yuan, and the cash paid by the restructuring investor for the overall transfer of the converted shares is 747600000.00 yuan, The number of transferred shares transferred by the reorganization investor is 623000000 shares, and the stock price is 1.20 yuan / share; The number of shares converted from debt repayment to increase is 230000096 shares, and the debt repayment price is 7.35 yuan / share.
In view of the suspension of trading on the registration date of equity converted from capital reserve, The previous closing price in the above calculation formula is the trading day before the equity registration date (December 29, 2021) closing price of the company’s shares. If the closing price of the company’s shares on the trading day before the equity registration date is higher than 3.44 yuan / share, the company’s shares will adjust the stock opening reference price 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 trading day before the equity registration date is lower than or equal to 3.44 yuan / share, the trading day next to the equity registration date The opening reference price of the company’s shares will not be adjusted.
To sum up, since the closing price of the company’s shares on the trading day before the equity registration date of the conversion of capital reserve to share capital is 3.91 yuan / share, which is higher than 3.44 yuan / share, the stock opening reference price on the trading day next to the equity registration date calculated according to the above formula is 3.63 yuan / share.
China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “the financial consultant”), as the financial consultant of huachangda in this reorganization, after careful review, it is considered that the calculation result of the stock opening reference price on the next trading day on the above equity registration date is in line with the requirements disclosed by the company The calculation results of the calculation formula in the announcement of huachangda Intelligent Equipment Group Co., Ltd. on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the risk prompt concerning the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2021-154).
In addition, the stock opening reference price on the trading day next to the above equity registration date is the reference price formed based on the reference price adjustment principle, not the actual trading price. The financial consultant hereby reminds investors to make investment decisions carefully according to the actual situation of the company.
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China Galaxy Securities Co.Ltd(601881) December 29, 2021
