Hubei Jinwei (Shiyan) law firm
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Adjustment result of stock opening reference price on the trading day next to the equity registration date of the conversion of capital reserve into share capital in the reorganization case
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Legal opinion
Hubei Jinwei (Shiyan) law firm
about
Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization
Adjustment result of stock opening reference price on the trading day next to the equity registration date of capital reserve converted into share capital
of
Legal opinion
Jin Wei (Shiyan) Yi Zi (2021) No. [67] to: Huachangda Intelligent Equipment Group Co.Ltd(300278)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the enterprise bankruptcy law of the people’s Republic of China and other laws, administrative regulations, departmental rules and other normative documents (hereinafter referred to as “laws and regulations”), Hubei Jinwei (Shiyan) law firm (hereinafter referred to as “the firm”) is entrusted by Huachangda Intelligent Equipment Group Co.Ltd(300278) (hereinafter referred to as “huachangda” or “the company”) to issue this legal opinion on matters related to the adjustment results of the stock opening reference price on the next trading day on the equity registration date.
The issuance of this legal opinion has been guaranteed by the company as follows:
1. The company has provided the original written materials, copies, copies, confirmation letters or certificates required by the company for the issuance of this legal opinion to the office and the handling lawyers;
2. The documents and materials provided by the company to the firm and the handling lawyer are true, accurate, complete and effective, without concealment, falsehood and major omissions, and if the documents and materials are copies or copies, they shall be consistent with the original;
3. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, the office and the handling lawyer rely on the instructions or supporting documents issued by relevant government departments, companies or other relevant units to issue legal opinions.
The exchange only expresses its opinions on the legal issues related to the adjustment results of the stock opening reference price on the next trading day on the equity registration date of the company, and only expresses its legal opinions in accordance with the current laws and regulations of the people’s Republic of China, not in accordance with any laws outside China. The exchange will not express opinions on non legal professional matters such as accounting, audit and asset evaluation. When quoting relevant financial data or conclusions in this legal opinion, we have fulfilled the necessary duty of care, but such quoting shall not be regarded as any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
The exchange agrees to announce this legal opinion together with other information disclosure materials of the company, and shall not be used for any other purpose. The exchange agrees that the company shall quote the relevant contents of this legal opinion in relevant documents, but when the company makes the above quotation, it shall not cause ambiguity or misinterpretation of the law due to the quotation. The exchange has the right to review and confirm the corresponding contents of the above referenced relevant documents again.
In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, we hereby issue the following legal opinions:
1、 Bankruptcy and reorganization of huachangda
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, ruled to accept the creditor’s application for reorganization of Huachangda Intelligent Equipment Group Co.Ltd(300278) (hereinafter referred to as “huachangda” or “the company”), and appointed Beijing Jindu (Shenzhen) law firm acted as the manager of 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 the reorganization procedure of huachangda.
According to the investor equity adjustment plan of the reorganization plan, the total share capital of huachangda is 575716412 shares, including 7210000 restricted shares to be repurchased and cancelled involving employee equity incentive. After cancellation, the total share capital of huachangda is 568506412 shares. Based on the 568506412 shares of huachangda, the capital reserve was converted into shares at the proportion of about 15.00423 shares per 10 shares, with a total of 853000096 shares. After the conversion, the total share capital of huachangda will increase from 575716412 shares to 1428716508 shares. The above 7210000 restricted shares will be repurchased and cancelled after meeting the conditions, After the cancellation, the total share capital of huachangda is 1421506508 shares (the exact number of shares converted into shares shall be subject to the actual number 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 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 de MECO. II. Adjustment results of stock opening reference price on the next trading day on the equity registration date of huachangda
According to the announcement of 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 (Announcement No.: 2021-154) disclosed by huachangda on December 27, 2021, the company adjusted the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve. 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 exemption amount of restructuring investor + cash injection amount of restructuring investor’s transfer of converted shares + amount of converted shares to offset debts] ÷ (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 compensated by the converted shares is 1690500705.60 yuan, and the cash injected by the overall transfer of the converted shares by the restructuring investor is 747600000.00 yuan, The number of converted shares transferred by the reorganization investor is 623000000 shares, and the number of converted shares for debt repayment is 230000096 shares.
In addition, The average price of the converted shares is 3.44 yuan / share [(497579852.22 yuan (amount of debt exempted by the reorganizing investor) + 747600000.00 yuan (amount of cash injected by the reorganizing investor into the transferred shares) + 1690500705.60 yuan (amount of converted shares to offset the debt)] / (623000000 shares (number of converted shares transferred by the reorganizing investor) + 230000096 shares (number of shares converted from debt repayment)].
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.
Since the closing price of the company’s shares on the trading day before the equity registration date (December 30, 2021) of the conversion of capital reserve to share capital is 3.91 yuan / share, higher than 3.44 yuan / share, the company’s share price on the trading day next to the equity registration date shall be adjusted according to the above formula, and the reference opening price of the company’s shares on the trading day next to the adjusted equity registration date is 3.63 yuan / share.
3、 Concluding observations
In conclusion, the exchange believes that the adjustment results of the company’s stock opening reference price on the next trading day of the above equity registration date are in line with the calculation results of the calculation formula in the Huachangda Intelligent Equipment Group Co.Ltd(300278) announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan and the risk prompt announcement involving the adjustment of the opening reference price on the first trading day after the implementation (Announcement No.: 2021-154).
Hubei Jinwei (Shiyan) law firm December 29, 2021
