Securities code: 002356 securities abbreviation: * ST Hemei Announcement No.: 2021-151 Shenzhen Hemei Group Co.Ltd(002356)
Announcement on not adjusting the stock opening reference price on the trading day next to the equity registration date
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.
Important content tips:
According to the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan (hereinafter referred to as the “reorganization plan”) and the detailed list of securities registration and declaration issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “csdct Shenzhen Branch”), the conversion of capital reserve into shares is based on the existing total share capital, The capital reserve is converted into shares according to the proportion of about 14.84 shares per 10 shares, resulting in a total of about 783447973 shares (the final accurate number is subject to the number actually registered and confirmed by csdct Shenzhen Branch, the same below). After the increase, the total share capital of Shenzhen Hemei Group Co.Ltd(002356) (hereinafter referred to as “Hemei group” or “the company”) will increase from 527806548 shares to 1311254521 shares. According to the reorganization plan approved by Shenzhen intermediate people’s Court (hereinafter referred to as “Shenzhen intermediate people’s court”), the above converted shares will not be distributed to the original shareholders. After the implementation of the conversion of capital reserve into shares, the stock price of the company will not be adjusted. The company reminds investors to invest rationally and pay attention to investment risks.
1、 Implementation background of the company’s plan to convert capital reserve into share capital
On November 29, 2021, the company received the civil ruling and decision (2020) Yue 03 Po Shen No. 827 served by Shenzhen intermediate people’s Court (hereinafter referred to as “Shenzhen intermediate people’s court”). The Shenzhen intermediate people’s court ruled to accept the reorganization application of the creditor Shenzhen Huayuan display device Co., Ltd., and appointed Shenzhen Chengxin Certified Public Accountants (special general partnership) and Beijing JUNHE (Shenzhen) law firm as the company’s manager. For details, please refer to the announcement on the court’s decision to accept the company’s reorganization and delisting risk warning (Announcement No.:
On December 20, 2021, Hemei group held a meeting of the investor group, deliberated and adopted the investor equity adjustment plan of the draft Shenzhen Hemei Group Co.Ltd(002356) reorganization plan. For details, please refer to the announcement on the resolution of the investor group meeting (Announcement No.: 2021-141) disclosed by the company in the designated media on December 21, 2021.
On December 29, 2021, the first creditors’ meeting of Hemei group’s reorganization proposal was held, and the draft Shenzhen Hemei Group Co.Ltd(002356) reorganization plan was voted and adopted at the meeting. For details, see the announcement on the convening of the first creditors’ meeting of the company (Announcement No.: 2021-146) disclosed in the designated media on December 29, 2021.
On the same day, Shenzhen intermediate people’s court ruled to approve the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan (hereinafter referred to as the “reorganization plan”) and terminate the reorganization procedures of Hemei group. For details, see the announcement on the court’s decision to approve the reorganization plan (Announcement No.: 2021-148) disclosed by the company in the designated media on December 29, 2021.
2、 Capital reserve converted into share capital
According to the reorganization plan and the detailed list of securities registration and declaration issued by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., this reorganization is based on the company’s existing total share capital of 527806548 shares, and the capital reserve is converted into share capital according to the proportion of about 14.84 shares per 10 shares, with a total of 783447973 shares converted, All the converted shares are tradable shares with unlimited sales conditions. After the conversion, the total share capital of the company will increase from 527806548 shares to 1311254521 shares.
The above converted shares will not be distributed to the original shareholders, of which 184604011 shares will be used to pay off the debts of Hemei group and its core subsidiaries under collaborative restructuring in the form of debt repayment; 598843962 shares will be conditionally transferred by the restructuring investor, of which the restructuring investor will provide 172825273 shares of Hemei group and 3000000 yuan of funds free of charge to pay off the illegal guarantee and relevant compensation liabilities that Hemei group may bear, as well as the debt repayment arrangements to be solved by the restructuring investor according to the announcement of Hemei group.
3、 Equity registration date
The registration date of the conversion of capital reserve into shares and equity is December 31, 2021. The listing date of the shares converted from the capital reserve is January 4, 2022.
Description of offer reference price
In order to reflect the impact of the above equity adjustment on the company’s stock value, according to article 4.4.2 of the trading rules of Shenzhen Stock Exchange (revised in March 2021), it is necessary to adjust the stock opening reference price on the trading day next to the implementation of the equity adjustment of the company’s reorganization plan. The adjustment formula is:
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 debt + cash paid by restructuring investors for transferring converted shares] ÷ (total share capital before conversion + number of converted shares to offset debt + number of converted shares transferred by restructuring investors)
If the closing price of the company’s shares on the equity registration date is higher than the average price of converted shares by 5.20 yuan / share, the reference price of the company’s shares shall be adjusted on the next trading day of 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 lower than or equal to the average price of converted shares by 5.20 yuan / share, The opening reference price of the company’s shares shall not be adjusted on the trading day next to the equity registration date. The financial adviser and legal adviser have expressed clear opinions on the above adjustment of the stock opening reference price on the trading day next to the equity registration date. For details, see Shenzhen Hemei Group Co.Ltd(002356) risk warning announcement on the implementation of converting capital reserve into share capital in the reorganization plan and the adjustment of opening reference price on the first trading day after the implementation (Announcement No.: 2021-150) disclosed by the company on cninfo.com.
In order to implement the conversion of capital reserve into share capital, the trading of the company’s shares (securities code: 002356, securities abbreviation: * ST Hemei) was suspended for one trading day from the opening of the market on the equity registration date of the conversion of capital reserve into share capital (December 31, 2021) and resumed on January 4, 2022.
In view of the suspension of trading on the equity registration date of the conversion of capital reserve into share capital, the closing price of the company’s shares on the equity registration date is the closing price of the company’s shares on the trading day before the equity registration date (December 30, 2021), i.e. 5.17 yuan / share. The closing price of the company’s shares on the equity registration date is 5.17 yuan / share, which is lower than the average price of converted shares by 5.20 yuan / share. In conclusion, the opening reference price of the company’s shares will not be adjusted on the next trading day (January 4, 2022) on the equity registration date of the conversion of capital reserve to share capital.
5、 Measures for the implementation of conversion to share capital
According to the reorganization plan and the notice of assistance in execution issued by Shenzhen intermediate people’s court, the shares converted from capital reserve will be held by the manager first, The above shares are directly registered in the securities account of the manager of Hemei group (this account is a special account opened by the bankruptcy administrator for the disposal of the property of the bankrupt enterprise and is only a temporary account for assisting in the implementation of the reorganization plan. It will be cancelled after the completion of the implementation. During the period of holding the shares on behalf of the company, the rights of the shareholders of the company corresponding to the subject shares, including but not limited to the right to vote, the right to claim benefit distribution, etc.), The listing date of new shares is January 4, 2022. Subsequently, the company and the manager will transfer the converted shares to the accounts of the restructuring investors and creditors according to the restructuring plan. The company will timely perform the obligation of information disclosure in accordance with the provisions of relevant laws, regulations and normative documents.
6、 Statement of changes in shares
Unit: shares
Nature of shares before this change and after this change
Tradable shares without restrictions 527806548783479731311254521
Total share capital 5278065483479731311254521
7、 Consultation mode
Contact: Wang Lei
Contact address: 6th floor, Huake building, Oriental Science Park, Qiaoxiang Road, Nanshan District, Shenzhen
Tel: 0755-26755598
8、 Risk tips
1. The company has the risk of being delisted due to reorganization failure. Shenzhen intermediate people’s court has ruled to approve the reorganization plan and terminate the reorganization procedures. The company has entered the implementation stage of the reorganization plan. If the company cannot successfully implement the reorganization plan, the company will be declared bankrupt. If the company is declared bankrupt, the company’s shares will face the risk of delisting according to item (6) of article 14.4.17 of the stock listing rules of Shenzhen Stock Exchange. Please invest rationally and pay attention to risks.
2. Due to the freezing of the company’s main bank accounts, the provision of external guarantees in violation of specified procedures and the occupation of funds by related parties, and the serious impact on the company’s production and business activities, related matters triggered other risk warnings specified in the stock listing rules of Shenzhen Stock Exchange (revised in 2018), and the company’s stock trading was implemented “other risk warnings”, For details, please refer to the announcement on the implementation of other risk warnings on the company’s shares (Announcement No.: 2019-079) disclosed by the company on May 18, 2019.
Due to the 2020 annual report, the company’s net profit before and after deducting non recurring profits and losses in the last three fiscal years, whichever is lower, is negative, and the audit report of the last year shows that the company’s sustainable operation ability is uncertain; According to the relevant provisions of item (6) of article 13.3 of the Listing Rules of Shenzhen Stock Exchange (revised in 2020), the company’s shares have been superimposed with other risk warnings since the opening of the market on April 30, 2021. Since the audited ending net assets of the company in 2020 are negative, according to the relevant provisions of item (II) of article 14.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the company’s shares will continue to be subject to delisting risk warning since the opening of the market on April 30, 2021. The company’s shares will continue to be subject to “delisting risk warning” and “other risk warning” since April 30, 2021. For details, please refer to the announcement on continued delisting risk warning of the company’s shares and superimposed implementation of other risk warnings (Announcement No.: 2021-064) disclosed by the company on April 30, 2021.
The company’s stock trading has been subject to “delisting risk warning” and “other risk warning”. If the company has the circumstances specified in article 14.3.11 of the stock listing rules of Shenzhen Stock Exchange (revised in 2020) in 2021, the company’s shares will face the risk of delisting.
3. The company will conscientiously perform the obligation of information disclosure in strict accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, and continue to pay attention to and disclose the progress of relevant matters in a timely manner. The information disclosure media designated by the company are securities times and cninfo.com: http://www.cn.info.com..cn. The information of the company shall be subject to the information published on the website of Shenzhen Stock Exchange and the above designated media. Please invest rationally and pay attention to risks.
It is hereby announced.
Shenzhen Hemei Group Co.Ltd(002356) board of directors
December 31, 2001
