China Securities Co.Ltd(601066)
Special opinions on Henan Huaying Agricultural Development Co.Ltd(002321) the calculation results 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:
On November 20, 2021, Henan Xinyang intermediate people’s Court (hereinafter referred to as “Xinyang intermediate people’s court” or “the court”) made (2021) Yu 15 Po Shen No. 4 civil ruling and (2021) Yu 15 Po 6-1 decision, Adjudicate and accept the reorganization application of the creditor Huangchuan Ruihua Supply Chain Management Co., Ltd. (hereinafter referred to as “Huangchuan Ruihua”) for Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “Huaying agriculture”, “listed company” or “company”), Beijing Jindu (Shenzhen) law firm and Zhongqin Wanxin Certified Public Accountants (special general partnership) Henan branch are appointed as the managers of this reorganization. On December 22, 2021, the first creditors’ meeting and investors’ group meeting of Huaying agriculture were held. The creditors’ meeting voted and approved the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft) (hereinafter referred to as “reorganization plan”), and the investors’ group voted and approved the adjustment plan for the rights and interests of investors in the Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan. On December 22, 2021, Xinyang intermediate people’s court ruled to approve Huaying agricultural restructuring plan and terminate Huaying agricultural restructuring procedures.
According to the reorganization plan, Huaying agriculture takes the existing total share capital of 534291100 shares as the base, implements the conversion of capital reserve into shares according to the proportion of about 29.92 shares per 10 shares, and a total of 1598598971 shares can be converted into shares (the final actual number of shares converted into shares shall be subject to the number actually registered and confirmed by csdct Shenzhen Branch). After the increase, the total share capital of Huaying agriculture will increase to 2132890071 shares. The above converted shares will not be distributed to the original shareholders, of which 1066635013 shares will be conditionally transferred by the restructuring investors respectively, and 531963958 shares will be used to repay the debts of Huaying agricultural creditors.
According to the company’s publication in China Securities Journal, Shanghai Securities News and the website of Shenzhen Stock Exchange (www.szse. CN.) on December 28, 2021 The Henan Huaying Agricultural Development Co.Ltd(002321) 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.: 2021-090), because the conversion of capital reserve into share capital is a part of the adjustment of human rights and interests of capital contribution 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 the conversion is 534291100 shares, the amount of the converted shares to offset the debt is 4016327900 yuan, and the cash paid by the reorganization investor for the transfer of the converted shares is 665476900 yuan (the total investment is 755310600 yuan, less the amount of repayment of the occupied funds of 89833700 yuan; the settlement of the occupied funds does not increase the net assets of the company); 531.964 million shares were converted from debt repayment, and 1066.635 million shares were transferred from restructuring investors; The converted shares will not be distributed to the original shareholders, and the distribution to the original shareholders will result in an increase in the number of circulating shares of 0.
Under comprehensive calculation, the average price of Huaying agriculture converted into shares is 2.93 yuan / share [(7.55 yuan / share) × 532 million shares + RMB 0.6239/share × 1067 million shares) ÷ (532 million shares + 1067 million shares)].
If the closing price of the company’s shares on the equity registration date is higher than 2.93 yuan / share, the company’s shares shall 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 equity registration date is less than or equal to 2.93 yuan / share, the opening reference price of the company’s shares on the next trading day on the equity registration date will not be adjusted. The equity registration date of the company’s capital reserve converted into share capital is December 31, 2021, and the trading is planned to be suspended on that date, that is, the closing price on December 30, 2021 is consistent with the closing price of the company’s shares on the equity registration date. In view of the fact that the closing price of the company’s shares on the trading day (December 30, 2021) before the equity registration date of the conversion of capital reserve to share capital is 3.08 yuan / share, higher than 2.93 yuan / share, the reference price of the opening of the shares on the trading day next to the equity registration date calculated according to the above formula is 2.97 yuan / share.
China Securities Co.Ltd(601066) (hereinafter referred to as “the financial consultant”) as the financial consultant of Huaying agriculture in the reorganization, after careful review, it is considered that, The calculation results of the stock opening reference price on the trading day next to the above equity registration date are in line with the calculation results of the calculation formula in the Henan Huaying Agricultural Development Co.Ltd(002321) 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 results of the opening reference price on the first trading day after the implementation (Announcement No.: 2021-093) disclosed by the company.
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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