Stock Code: 000564 stock abbreviation: * ST Daji Announcement No.: 2022-003 Ccoop Group Co.Ltd(000564)
Suggestive announcement on changes in shareholders’ equity caused by the implementation of reorganization plan
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:
1. This equity change is caused by the implementation of the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as the “reorganization plan”).
2. This equity change will not lead to the change of controlling shareholders and actual controllers.
1、 Background of this equity change
On February 10, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court” or “court”) ruled to accept the creditor’s application for reorganization of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing Daji” or “company”) and 24 subsidiaries, and designated the liquidation group of HNA Group as the manager of supply and marketing Daji and reorganization subsidiaries to be responsible for all work of reorganization. For details, please refer to the announcement on the court’s ruling to accept the company’s reorganization and the risk warning of delisting of shares (Announcement No.: 2021-016) and the announcement on the court’s ruling to accept the reorganization of subsidiaries of the Department (Announcement No.: 2021-017) on February 10, 2021.
On September 30, 2021, the second creditors’ meeting and the investor group meeting of the reorganization of supply and marketing Daji and 24 subsidiaries were held. The investor group voted and approved the investor’s rights and interests adjustment plan. See the announcement on the convening of the investor group meeting of the company on September 30, 2021 (Announcement No.: 2021-092); The creditors’ meeting voted on the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (Draft), and determined that the deadline for voting was October 20, 2021. As of the expiration of the voting period, all voting groups have voted and approved the reorganization plan. See the announcement on the convening and voting results of the second creditor meeting of the company and 24 subsidiaries on October 23, 2021 (Announcement No.: 2021-100).
On October 31, 2021, Hainan high court ruled to approve the reorganization plan. For details, see the company’s announcement on court ruling to approve the reorganization plan of the company and its 24 subsidiaries (Announcement No.: 2021-107) on October 31, 2021.
According to the reorganization plan, the reorganization will be based on the supply and marketing of about 598200400 A-Shares of Daji
According to the base, 34.9 shares will be added for every 10 shares, and about 20880467000 shares will be added. Among the aforesaid converted shares: (1) HNA Commercial Holdings Co., Ltd. and its persons acting in concert (hereinafter referred to as “HNA commercial holdings and its persons acting in concert”) and specific related parties held a total of 2810943900 shares, which were converted into 9811732300 shares, all of which were transferred to the listed company, Among them: a. 1099869700 shares that should be cancelled due to failure to fulfill the performance commitments in 2018 and 2019 shall be cancelled corresponding to 3839146900 new shares, which shall be used to fulfill the partial compensation obligations of these shareholders in 2018 and 2019; B. 171.10743 million remaining stock shares were converted into 5972.5854 million shares to compensate the listed company, which was used to solve some of the losses caused to the listed company by the relevant problems disclosed in the announcement on the special self inspection report on the governance of listed companies and the supplementary announcement on the rectification plan for the self inspection report on February 9, 2021, The shares obtained by the listed company can be used to distribute to creditors to offset the debts of the listed company, introduce restructuring investors in the future and improve the company’s sustainable operation ability. (2) The 1470511500 shares held by New Cooperative Trading Chain Group Co., Ltd. and its persons acting in concert (hereinafter referred to as “New Cooperative Trading and its persons acting in concert”) are adjusted as follows, Among them: a. 1105.7139 million shares that should be cancelled for failing to fulfill the performance commitments in 2018 and 2019 shall be increased by 3859.5468 million shares, which shall be cancelled to fulfill some performance commitment compensation obligations of these shareholders in 2018 and 2019; B. The remaining 364.7975 million stock shares will be increased by 1273.343 million shares. They will not be allocated until the 2020 performance commitment compensation scheme is determined and the New Cooperative Commerce Chain Group Co., Ltd. and its concerted actors fulfill the 2020 performance commitment compensation obligations. After the performance compensation scheme is determined according to the relevant review procedures of the company, it will be disposed of according to the resolution of the general meeting of shareholders. (3) 1700548600 shares held by other shareholders were converted into 5935844900 new shares, of which 221.185 million shares were distributed to the listed company according to the same proportion to distribute to creditors to offset the debts of the listed company, introduce restructuring investors in the future and improve the sustainable operation ability of the company. The remaining 3723994900 shares were distributed according to the relative proportion of their holdings. After completing the above steps, the total share capital of the supply and marketing group is about 19163777300 shares.
In order to speed up the implementation of the reorganization plan, improve the implementation efficiency and reduce the cost of implementing the reorganization plan, Hainan high court made (2021) qiongpo No. 21-8 civil ruling on December 17, 2021, ruling that the capital reserve converted into share capital of Daji is based on its existing total share capital of 5982004024 shares, The capital reserve was converted into shares according to the proportion of 22.035714 shares per 10 shares, with a total of 13181773311 shares. The 7698693713 shares to be cancelled specified in the reorganization plan shall not be converted into additional shares for registration, and it shall be deemed that the relevant shareholders have fulfilled part of the compensation obligations of performance commitments. According to the civil ruling (2021) qiongpo No. 21-8, 5317768729 of the 5972585396 shares of HNA commercial control, its concerted actors and specific related parties’ compensation supply and marketing collection specified in the reorganization plan will be preferentially used for the introduction of reorganization investment in the future
The remaining 654816667 shares will be used to offset the debt of supply and marketing Daji and improve the company’s sustainable operation ability. Remove the sea
All shares other than aviation commercial control and its persons acting in concert, specific related parties and new cooperative commerce and its persons acting in concert
The 2211850000 shares transferred by the east to supply and marketing Daji are preferentially used to offset the debt of supply and marketing Daji. Therefore, in addition to the proposed
The number of converted shares actually obtained by other shareholders except that the cancelled 7698693713 shares are not registered for conversion
There is no change in the amount, which is consistent with the investor’s equity adjustment plan and the reorganization plan, and the increase registration is not allowed
7698693713 shares do not affect the rights and interests of minority shareholders and creditors, and comply with the investor’s equity adjustment rules
And reorganization plan.
2、 Basic information of this equity change
The registration date of equity conversion from capital reserve to share capital in the reorganization plan is December 30, 2021, ex rights and ex interests
The date and listing date are December 31, 2021. After the registration of the conversion of capital reserve to share capital is completed, the company will hold shares
Shareholder HNA commercial control and its persons acting in concert, specific related parties, the second largest shareholder, new cooperative commerce and its acting in concert
The number of shares held by the company remains unchanged, and the shareholding ratio is passively diluted. The changes of shareholding ratio are as follows:
Before and after this equity change
Shareholder classification shareholder name shareholding quantity in total shareholding quantity before change in total (share) share capital after change (share) share capital
HNA commercial Holding Co., Ltd. 92004831815.38% 9200483184.80%
Hainan Island Hotel Management Co., Ltd. 2055474243.44% 2055474241.07%
HNA commercial control Qingdao HNA Real Estate Development Co., Ltd. 1887921223.16% 1887921220.99% shares Co., Ltd. Changchun HNA Investment Co., Ltd. 1822661253.05% 1822661250.95% and its consistency
Moving HNA international tourism island development and construction (Group) Co., Ltd. 1604622272.68% 1604622270.84%
Hainan HNA Engineering Construction Co., Ltd. 1013577591.69% 1013577590.53%
Subtotal 175847397529.40% 17584739759.18%
HNA Investment Holding Co., Ltd. 3905268916.53% 3905268912.04%
HNA commercial holding HNA Industrial Group Co., Ltd. 3104688785.19% 3104688781.62% shares HNA Capital Group Co., Ltd
Specific correlation 1171580671.96% 1171580670.61%
Party A (excluding Beijing Hailu Shengyu equity investment center (limited partnership) 1171580671.96% 1171580670.61% acted in concert with Shanghai xuanchuang Investment Management Co., Ltd
Person) 1171580671.96% 1171580670.61% subtotal 105246997017.59% 10524699705.49%
New Cooperative Trading Chain Group Co., Ltd. 3585142895.99% 3585142891.87%
Hunan New Cooperative Industrial Investment Co., Ltd. 3171663565.30% 3171663561.66%
Shandong Taishan New Cooperative Trading Chain Co., Ltd. 2038311173.41% 2038311171.06% New Cooperative Trading Shiyan new cooperative Supermarket Co., Ltd
The chain group has 1271780112.13% and 1271780110.66%
Ltd. and Jiangsu Yueda Real Estate Co., Ltd. 896200381.50% 896200380.47% acting in concert Geng fa
91,588,3581.53%91,588,3580.48%
Zhangjiakou new cooperative Yuanfeng trading Chain Co., Ltd. 489744930.82% 489744930.26%
Jiangsu Xinyi Real Estate Development Co., Ltd. 36877
