China Merchants Securities Co.Ltd(600999) about
Shenzhen Hemei Group Co.Ltd(002356) special opinions on not adjusting the stock opening reference price on the trading day next to the equity registration date of capital reserve converted to share capital
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Shenzhen intermediate people’s Court of Guangdong Province (hereinafter referred to as “Shenzhen intermediate people’s court”) ruled that Shenzhen Hemei Group Co.Ltd(002356) (hereinafter referred to as “Hemei group”, “company” and “listed company”) entered the bankruptcy reorganization procedure on November 29, 2021, and appointed Shenzhen Chengxin Certified Public Accountants (special general partnership) and Beijing JUNHE (Shenzhen) law firm as the company manager on the same day. On December 3, 2021, the company submitted the draft Shenzhen Hemei Group Co.Ltd(002356) reorganization plan (hereinafter referred to as the reorganization plan) to the manager and Shenzhen intermediate people’s court. On December 29, 2021, Shenzhen intermediate people’s court ruled to approve the reorganization plan of Hemei group and terminate the reorganization procedures of Hemei group.
According to the reorganization plan and the investor’s equity adjustment plan, this reorganization takes the existing total share capital of Hemei group as the base, and implements the conversion of capital reserve into shares at the proportion of about 14.84 shares per 10 shares, resulting in a total of 783447973 shares (the final number of shares converted is subject to the number actually registered and confirmed by CSDCC Shenzhen Branch, the same below). The converted shares are not distributed to the original shareholders, but are specially used by the manager to introduce restructuring investors and pay off the company’s debts: a total of 598843962 shares are used to introduce restructuring investors; A total of 184604011 shares are used to pay off the debts of Hemei group and its core subsidiaries under collaborative restructuring. For details, see the investor’s equity adjustment plan (Updated) disclosed by the listed company on December 6, 2021. For the creditor’s rights guaranteed by Hemei group in violation of regulations and the creditor’s rights that may be liable for compensation, the restructuring investors will provide 172825273 shares and 3000000 yuan of funds free of charge, which will be paid off in accordance with the settlement scheme of ordinary creditor’s rights. After the completion of this reorganization, the total share capital of Hemei group will increase from 527806548 shares to 1311254521 shares.
According to the company’s publication on cninfo.com, securities times and the website of Shenzhen Stock Exchange (www.szse. CN.) on December 29, 2021 The Shenzhen Hemei Group Co.Ltd(002356) 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.: 2021-150) reflects the impact of bankruptcy reorganization on the stock trading price on the first trading day after the implementation of the company’s equity adjustment, It is necessary to adjust the stock opening reference price on the trading day next to the equity registration date. The adjustment formula is: the stock opening reference price on the next trading day on the equity registration date = (previous closing price) × 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). The average price of shares transferred by Hemei group is 5.20 yuan / share. If the closing price of the company’s shares on the equity registration date is higher than 5.20 yuan / share, the company’s shares shall adjust the stock opening reference price on the next trading day on the equity registration date according to the above calculation formula. For securities trading on the next trading day on the equity registration date, the above opening reference price shall be used as the benchmark for calculating the rise and fall range; If the closing price of the company’s shares on the equity registration date is less than or equal to 5.20 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 registration date of the company’s equity converted from capital reserve is December 31, 2021, and the trading is planned to be suspended for one day on that date. Since the closing price of the company on December 30, 2021 is 5.17 yuan / share and the trading is suspended for one day on the equity registration date, the closing price of the company’s shares on the equity registration date is the same as the closing price of the company on December 30, 2021, which is 5.17 yuan / share, which is lower than the average price of the converted shares. Therefore, the stock opening reference price on the trading day next to the equity registration date of the company does not need to be adjusted.
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as “the financial consultant”) as the financial consultant of Hemei group in this reorganization, after careful review, it is considered that the capital reserve converted into share capital of Hemei group is part of the reorganization plan, which is obviously different from the capital reserve converted into share capital of listed companies in general, The adjustment of the calculation formula of the stock opening reference price on the trading day next to the equity registration date complies with relevant regulations, is compliant and reasonable, and the calculation results are appropriate. Since the closing price of the company’s shares on the equity registration date is lower than the average price of converted shares, the reference opening price of the company’s shares on the next trading day on the equity registration date does not need to be adjusted.
In addition, the above stock opening reference price is not the actual trading price. The financial advisor hereby reminds investors to make investment decisions carefully according to the actual situation of the company.
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