Securities code: 300278 securities abbreviation: * ST Huachang Announcement No.: 2021-157 Huachangda Intelligent Equipment Group Co.Ltd(300278)
Suggestive announcement on adjusting the opening reference price on the first trading day after the implementation of the conversion of capital reserve into share capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. According to the investor's equity adjustment plan of the reorganization plan approved by the court, With Huachangda Intelligent Equipment Group Co.Ltd(300278) (hereinafter referred to as "huachangda" or "company") ）The existing total share capital is 575716412 shares, with 568506412 shares after deducting 7210000 shares to be repurchased and cancelled by equity incentive as the base. The capital reserve is converted into shares according to 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 to 1428716508 shares. The aforesaid converted shares shall be distributed and disposed of by the manager in accordance with the provisions of the reorganization plan, of which 623000000 shares are used to introduce the reorganization investors, and the stock price is 1.20 yuan / share; 230000096 shares are used to pay off debts in accordance with the provisions of the reorganization plan, and the debt repayment price is 7.35 yuan / share; In addition, the restructuring investor exempted its creditor's rights of RMB 497579852.22 against huachangda. Under comprehensive calculation, the average price of the above converted shares is 3.44 yuan / share ([1.20 yuan / share) × 623 million shares + 7.35 yuan / share × 230 million shares + RMB 498 million) ÷ (623 million shares + 230 million shares)]. After the conversion, the total share capital of huachangda will increase from 575716412 to 1428716508 shares. After the cancellation of 7210000 shares to be repurchased and cancelled for equity incentive, the total share capital of huachangda will be 1421506508 shares (the exact number of shares to be added shall be subject to the number actually registered and confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited).
2. According to the company's disclosure on cninfo.com on December 27, 2021（ http://www.cn.info.com..cn. ）According to the Huachangda Intelligent Equipment Group Co.Ltd(300278) 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 (Announcement No.: 2021-154), the company adjusts the stock opening reference price on the trading day next to the equity registration date, 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)
3. In order to implement the conversion of capital reserve into share capital, the trading of the company's shares shall be suspended for one trading day from the opening of the market on the date of equity registration of the conversion of capital reserve into share capital (December 30, 2021), and shall be resumed on December 31, 2021.
4. 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) the closing price of the company's shares is 3.91 yuan / share. The company's shares adjust the stock opening reference price to 3.63 yuan / share 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.
China Galaxy Securities Co.Ltd(601881) as the financial adviser of the company in this reorganization, Hubei Jinwei (Shiyan) law firm, as the legal adviser of the company, issued clear opinions on the calculation results of the stock opening reference price on the next trading day on the equity registration date of the company's adjustment of the capital reserve converted into share capital.
1、 The court ruled to approve the company's reorganization plan
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 designated Beijing Jindu (Shenzhen) law firm serves as the manager of huachangda (see Huachangda Intelligent Equipment Group Co.Ltd(300278) announcement on the court's decision to accept the company reorganization and the risk warning of being superimposed delisting issued by huachangda on November 18, 2021, Announcement No.: 2021-131).
On December 20, 2021, Shiyan intermediate people's court held the first creditors' meeting of huachangda reorganization, The meeting voted and approved the Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization plan (Draft) (see the announcement of Huachangda Intelligent Equipment Group Co.Ltd(300278) manager on the convening of the first creditor meeting issued by the manager on December 20, 2021, Announcement No.: 2021-146). On the afternoon of December 20, 2021, the investor group meeting of huachangda reorganization plan was held, and the Huachangda Intelligent Equipment Group Co.Ltd(300278) was deliberated and adopted Adjustment plan for the rights and interests of investors in the draft reorganization plan (for details, see the announcement of Huachangda Intelligent Equipment Group Co.Ltd(300278) manager on the resolution of the investor group meeting issued by the manager on December 20, 2021, Announcement No.: 2021-147).
On December 20, 2021, Shiyan intermediate people's Court issued (2021) e 03 Po No. 29 civil ruling, ruling to approve the Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization plan (hereinafter referred to as the "reorganization plan") and terminate huachangda's reorganization procedures (see the Huachangda Intelligent Equipment Group Co.Ltd(300278) manager's announcement on the court's determination and approval of the reorganization plan issued by the manager on December 20, 2021, Announcement No.: 2021-149).
2、 Plan for converting capital reserve into share capital
According to the investor's equity adjustment plan of the reorganization plan approved by the court, based on the 568506412 shares of the company's existing total share capital of 575716412 shares after deducting 7210000 shares to be repurchased and cancelled by equity incentive, the capital reserve was converted into share increase tickets at the proportion of about 15.00423 shares per 10 shares, with a total of 853000096 shares. The aforesaid converted shares shall be distributed and disposed of by the manager in accordance with the provisions of the reorganization plan, of which 623000000 shares are used to introduce the reorganization investors, and the stock price is 1.20 yuan / share; 230000096 shares are used to pay off debts in accordance with the provisions of the reorganization plan, and the debt repayment price is 7.35 yuan / share; In addition, the restructuring investor exempted its creditor's rights of RMB 497579852.22 against huachangda. Under comprehensive calculation, the average price of the above converted shares is 3.44 yuan / share [(1.20 yuan / share) × 623 million shares + 7.35 yuan / share × 230 million shares + RMB 498 million) ÷ (623 million shares + 230 million shares)]. After the conversion, the total share capital of huachangda will increase from 575716412 to 1428716508 shares. After the cancellation of 7210000 shares to be repurchased and cancelled for equity incentive, the total share capital of huachangda will be 1421506508 shares (the exact number of shares to be added shall be subject to the number actually registered and confirmed by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited).
For the converted shares transferred by the reorganization investor, the industrial investor promises not to reduce the transferred converted shares within 36 months from the date when the converted shares are registered in his name; The financial investor promises not to reduce the transferred converted shares within 12 months from the date when the converted shares are registered in his name.
3、 Equity registration date
The registration date of the conversion of capital reserve into equity is December 30, 2021, and the listing date of the converted shares is December 31, 2021.
4、 Suspension and resumption arrangements
The company's shares shall be registered on the equity registration date of the conversion of capital reserve to share capital (December 30, 2021) the trading will be suspended for one trading day from the opening of the market and resumed on December 31, 2021. The company will complete the registration and transfer of converted shares as soon as possible according to the reorganization plan. The manager 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.
5、 Adjustment of stock opening reference price on the trading day next to the equity registration date
According to the Huachangda Intelligent Equipment Group Co.Ltd(300278) 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 disclosed by the company on December 27, 2021 (Announcement No.: 2021-154). In this restructuring, on the one hand, huachangda increased the owner's equity by introducing restructuring investors and paying off debts by converting shares; on the other hand, it implemented the conversion of capital reserve, resulting in the expansion of the company's total share capital. This change has a common impact on 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 shares For the impact of the note value, it is necessary to adjust the stock opening reference price on the first trading day after the implementation of the above equity adjustment. 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 converted shares transferred by the reorganization investor is 623000000 shares, and the number of converted shares for debt repayment is 230000096 shares.
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. As 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, higher than 3.44 yuan / share, the reference price of the company's shares is adjusted to 3.63 yuan / share on the trading day next to the equity registration date according to the above calculation formula. The specific calculation process is: [3.91 yuan / share × (575716412 shares - 7210000 shares) + 497579852.22 yuan + 747600000.00 yuan + 1690500705.60 yuan] ÷ (575716412 shares - 7210000 shares + 623000000 shares + 230000096 shares) = 3.63 yuan / share
China Galaxy Securities Co.Ltd(601881) as the financial adviser of the company in this reorganization, Hubei Jinwei (Shiyan) law firm, as the legal adviser of the company, issued clear opinions on the calculation results of the stock opening reference price on the next trading day on the equity registration date of the company's adjustment of the capital reserve converted into share capital (see China Galaxy Securities Co.Ltd(601881) on Huachangda Intelligent Equipment Group Co.Ltd(300278) disclosed by the company on the same day for details) Special opinions on the calculation results of the adjustment of the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve to share capital, and the legal opinion of Hubei Jinwei (Shiyan) law firm on the adjustment results of the stock opening reference price on the next trading day on the equity registration date of the conversion of capital reserve to share capital in the Huachangda Intelligent Equipment Group Co.Ltd(300278) reorganization case).
6、 Measures for the implementation of conversion to share capital
According to the reorganization plan and the notice of court assistance in execution, the shares converted from the capital reserve will be directly registered in the securities account of the manager ( Huachangda Intelligent Equipment Group Co.Ltd(300278) special account for property disposal of bankrupt enterprises).
Subsequently, the company will transfer the corresponding amount of converted shares to the account designated by the reorganization investor and creditor according to the reorganization plan.
7、 Statement of changes in shares
Unit: shares
Share capital after the change of share nature
Tradable shares with limited sales conditions 129652878
