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2023-08-08
A Typical Case of the People's Court's Trial of Bankruptcy Cases in Accordance with the Law to Promote Supply Side Structural Reform
catalogue
1. Bankruptcy and Reorganization Case of Changhang Phoenix Co., Ltd
2. Bankruptcy and Reorganization Case of Shenzhen Zhonghua Bicycle (Group) Co., Ltd
3. Zhejiang Anji Tongtai Leather Co., Ltd. Executed Bankruptcy Liquidation Case
4. Bankruptcy and Reorganization Case of China Second Heavy Machinery Group Corporation and China Second Heavy Machinery Group (Deyang) Heavy Equipment Co., Ltd
5. Merger and Bankruptcy Case of Zhejiang Glass Co., Ltd. and Its Related Companies
6. Bankruptcy and Reorganization Case of Shandong Hailong Co., Ltd
7. Bankruptcy and Reorganization Case of CNNC Huayuan Titanium Dioxide Co., Ltd
8. Bankruptcy liquidation case of Beijing Lida Marine Life Museum Co., Ltd
9. Bankruptcy and Reorganization Case of Shanghai Chaori Solar Energy Technology Co., Ltd
10. Bankruptcy and Reorganization Case of Wuxi Shangde Solar Power Co., Ltd
1、 Bankruptcy and Reorganization Case of Changhang Phoenix Co., Ltd
(1) Basic facts of the case
Changhang Phoenix Co., Ltd. (hereinafter referred to as Changhang Phoenix) is a listed company and one of the main dry bulk shipping enterprises in the Yangtze River and coastal areas. Since the global financial crisis in 2008, due to factors such as heavy financial burden and long-term low shipping prices, Changhang Phoenix's operations have gradually fallen into difficulties. As of June 30, 2013, the total liabilities under the consolidated statements of Changhang Phoenix amounted to 5.86 billion yuan, with a net asset of -92 billion yuan, which has become severely insolvent. Upon the application of creditors, the Intermediate People's Court of Wuhan City, Hubei Province (hereinafter referred to as the Wuhan Intermediate Court) ruled on November 26, 2013 to accept the reorganization case of Changhang Phoenix and designated a bankruptcy administrator in accordance with the law. Due to three consecutive years of losses, Changhang Phoenix Stock was suspended from listing on May 16, 2014.
(2) Trial situation
Under the supervision and guidance of Wuhan Intermediate People's Court, the manager developed a draft restructuring plan based on a market-oriented restructuring approach, which was approved by the creditors' meeting and the investors' meeting. Due to the absence of external restructuring parties participating in the bankruptcy reorganization of Changhang Phoenix, how to raise sufficient assets through Changhang Phoenix itself to increase the proportion of ordinary debt repayment and encourage ordinary creditors to support the reorganization is the focus of the orderly progress of the reorganization work. In order to solve the problem of raising debt repayment funds, after multiple discussions between Wuhan Intermediate People's Court and the management, a fund raising plan was finally developed through various channels such as monetary funds on the company's books, realization funds for disposing of loss assets and receivables collected, investor equity adjustment plans, and stock public bidding disposal. Practice has proven that the above-mentioned fund raising plan is feasible. Through public asset disposal, investor equity adjustment, and stock public bidding disposal, Changhang Phoenix not only paid off all the debts in the restructuring, but also received approximately 70 million yuan in funds to supplement the company's cash flow during the restructuring process due to the premium generated by the stock public bidding disposal.
On March 18, 2014, the Wuhan Intermediate People's Court ruled to approve the restructuring plan and terminate the restructuring process. Through the successful implementation of the restructuring plan, without the injection of state-owned assets and external restructuring party funding support, Changhang Phoenix achieved a net asset of approximately 120 million yuan and an operating profit of approximately 224 million yuan at the end of 2014, successfully turning around losses, and its stock resumed listing on December 18, 2015.
(3) Typical significance
The Changhang Phoenix restructuring case is a typical case of resolving debt crises through a market-oriented approach. With the help of bankruptcy reorganization procedures, Changhang Phoenix has broken free from the traditional practice of relying on financial support from state-owned shareholders and rescuing struggling enterprises through "hole blocking" methods. It has successfully divested loss assets, adjusted its own assets and business structure, optimized business models, and comprehensively implemented debt restructuring with the goal of deleveraging, ultimately fundamentally improving the company's asset and liability structure, Enhanced continuous operation and profitability, and completely overcome operational and debt difficulties.
2、 Bankruptcy and Reorganization Case of Shenzhen Zhonghua Bicycle (Group) Co., Ltd
(1) Basic facts of the case
Shenzhen Zhonghua Bicycle (Group) Co., Ltd. (hereinafter referred to as Shenzhen Zhonghua) is a listed Sino foreign joint venture limited liability company, established on August 24, 1984, with a registered capital and paid in capital of over 550 million yuan. The bicycles produced by Shenzhen Zhonghua were once exported to Europe and America, with high market share and popularity. However, after the market environment changed, the company was deeply in a loss situation. The most advanced fully automated bicycle production line in Asia was forced to shut down, and the company relied on OEM production and property rental to support 187 employees. The original factory area of Shenzhen Zhonghua has undergone multiple rounds of lockdowns and freezes, making it impossible to monetize or change its use. It has been rented out to various small enterprises for production, posing serious environmental, safety, transportation, and regulatory risks. Due to long-term losses, Shenzhen Zhonghua has been delisted by the Shenzhen Stock Exchange for several consecutive years as a risk warning. If it cannot pass the restructuring plan in the 2013 fiscal year, its stock will be delisted. On October 12, 2012, the Intermediate People's Court of Shenzhen City, Guangdong Province (hereinafter referred to as the Shenzhen Intermediate People's Court) ruled to accept the bankruptcy reorganization case of Shenzhen Zhonghua based on the application of creditors.
(2) Trial situation
On October 29, 2012, Shenzhen Zhonghua applied to the Shenzhen Intermediate People's Court for self management of property and business affairs. After review, the Shenzhen Intermediate People's Court approved Shenzhen Zhonghua's self management of property and business affairs under the supervision of the administrator on October 31, 2012, in accordance with Article 73 (1) of the Enterprise Bankruptcy Law.
On August 22, 2013, the creditors' meeting voted on the restructuring plan, but the ordinary creditors' group failed to pass the vote. The tax group and the investors' group both voted on it. After a comprehensive review of the current situation in Shenzhen Zhonghua, the Shenzhen Intermediate People's Court guided the managers to actively take action, communicating and interpreting the law with creditors who still have doubts, fully explaining that the liquidation rate of assets that could not have been realized through restructuring the enterprise can be significantly improved, and obtaining equity can share the benefits of restructuring and other favorable factors, obtaining the support of creditors. In the second vote on October 15th of the same year, a high percentage passed the restructuring plan. On the same day, the Shenzhen Intermediate People's Court ruled to approve the restructuring plan. On December 27th of the same year, the implementation of the restructuring plan was completed.
(3) Typical significance
This case is a typical case where the people's court fully respects the autonomy of the parties involved, prudently exercises the power of compulsory approval, and ensures that market entities fully engage in gaming to help enterprises recover their vitality. The mandatory approval of the draft reorganization plan is mainly applicable to situations where it is necessary to break down interest barriers and balance the protection of the interests of the parties involved, and should be applied with caution. The restructuring plan draft of Shenzhen Zhonghua has undergone two votes. In the face of the possibility of mandatory approval, the court did not simplify the handling of the issue, but guided the administrator to actively act, promoting the attitude transformation of creditors with an interest oriented and development oriented approach, avoiding judicial intervention in the market. Through restructuring, 187 in-service employees were resettled, and over 400 outstanding social security issues were resolved. Creditors received 70% of the repayment, activating the existing assets of the enterprise, and releasing 127300 square meters of land resources for the urban development of Shenzhen. Deep China has resolved its historical burden through restructuring, achieved industrial transformation, retained its status as a listed company, ushered in new industrial injection through restructuring, and retained its equity value.
3、 Zhejiang Anji Tongtai Leather Co., Ltd. Executed Bankruptcy Liquidation Case
(1) Basic facts of the case
In a series of cases where Zhejiang Anji Tongtai Leather Co., Ltd. (hereinafter referred to as Tongtai Leather Company) was the subject of execution, the Executive Bureau of Anji County People's Court in Zhejiang Province (hereinafter referred to as Anji Court) auctioned the subject's factory and land in accordance with the law, resulting in a price of 24.84 million yuan. However, upon examination, it was found that as of February 27, 2015, there were a total of 29 cases in the province where Tongtai Leather Company was the subject of execution, with an amount of 22 million yuan; As the defendant, there are a total of 94 cases in the province, with a target amount of 33.27 million yuan. Tongtai Leather Company is no longer able to repay its due debts and its assets are insufficient to repay all debts. According to Article 513 of the Interpretation of the Supreme People's Court on the Application of the Civil Procedure Law of the People's Republic of China, the Executive Bureau of Anji Court sought opinions from some applicants for enforcement and obtained written consent from one of them, transferring this case to bankruptcy review. On March 17th, the Anji Court ruled to accept the bankruptcy liquidation case of the debtor Tongtai Leather Company based on the application of the applicant Anji County Bokang Guarantee Co., Ltd.
(2) Trial situation
After accepting the bankruptcy application, the Anji court immediately notified the relevant court to suspend the litigation and execution procedures, lift the property preservation measures, and have the administrator take over all assets of Tongtai Leather Company. In order to fairly protect the interests of all creditors, a search was conducted on cases involving the execution of Tongtai Leather Company throughout the province. The execution personnel reminded non local creditors to declare a debt of 2.243 million yuan. On June 4, 2015, the first creditors' meeting of the bankruptcy case of Tongtai Leather Company was held, and the meeting passed two proposals, including the "Property Management, Value Conversion and Distribution Plan", with a high vote. On the 26th of the same month, the Anji Court ruled to confirm the above-mentioned property management, valuation, and distribution plan. At present, the property distribution plan has been completed. There are a total of 53 cases involving Tongtai Leather Company as the subject of enforcement, with a total debt amount of 42.131 million yuan. The maximum execution time for each case is one and a half years. After initiating the bankruptcy proceedings, the review is completed within 3 months, and full repayment of employee and tax claims is achieved. The proportion of ordinary debt repayment reaches 22.5%.
(3) Typical significance
Enterprise legal persons who meet the conditions stipulated in the Enterprise Bankruptcy Law should clear their debts through bankruptcy proceedings to achieve fair repayment to all creditors. In the process of executing the series of cases of Tongtai Leather Company, the Anji Court found that the person subjected to execution had already met the acceptance conditions for bankruptcy cases stipulated in Article 7 of the Enterprise Bankruptcy Law. According to the relevant provisions of the judicial interpretation of the Civil Procedure Law, with the consent of creditors, the execution case was promptly transferred to bankruptcy review. Once the review meets the acceptance conditions for bankruptcy cases, the court ruled to accept it and entered bankruptcy proceedings. The executors also reminded other applicants for executing cases to declare their claims in a timely manner, achieving an orderly connection between case execution procedures and bankruptcy proceedings. The transfer of a case from execution to bankruptcy review not only allows for the rapid initiation of bankruptcy proceedings, but also helps to timely close the case and resolve the issue of difficulty in execution.
4、 Bankruptcy Reorganization Case of China Second Heavy Machinery Group Corporation and China Second Heavy Machinery Group (Deyang) Heavy Equipment Co., Ltd
(1) Basic facts of the case
China Second Heavy Machinery Group Corporation (hereinafter referred to as Erzhong Group) is an important state-owned backbone enterprise directly managed by the central government, and is a national major technical equipment manufacturing base. Erzhong Group (Deyang) Heavy Equipment Co., Ltd. (hereinafter referred to as Erzhong Heavy Equipment) is a holding subsidiary of Erzhong Group. Since 2011, Erzhong Group and Erzhong Heavy Equipment have been continuously losing money for many years, and their production and operation, as well as employee salaries and social security, have basically relied on bank borrowing and funds provided by shareholders to barely sustain themselves. As of the end of 2014, the total financial liabilities of Erzhong Group and Erzhong Heavy Equipment had exceeded 20 billion yuan. Double reassembly has become severely insolvent.
With the support of relevant departments such as the State owned Assets Supervision and Administration Commission, with Agricultural Bank of China, Bank of China, and Everbright Bank as the main lead banks, nearly 30 financial creditors involved in Erzhong Group and Erzhong Heavy Industries have established the China Erzhong Financial Creditors Committee, which has conducted out of court restructuring negotiations with Erzhong Group, Erzhong Heavy Industries, and their shareholders. On September 11, 2015, under the organization of the China Banking Regulatory Commission, all parties reached a framework restructuring plan, with the core content of paying off all interest bearing financial liabilities with "cash+retained debt+stocks" within 2015. On the same day, creditors such as the First Design and Research Institute of Machinery Industry filed a bankruptcy reorganization application against Erzhong Group and Erzhong Heavy Equipment to the Intermediate People's Court of Deyang City, Sichuan Province (hereinafter referred to as the Deyang Intermediate People's Court). On the 21st of the same month, the Deyang Intermediate People's Court ruled to accept the reorganization case of Erzhong Group and Erzhong Heavy Equipment, and designated a manager to take over the two groups.
(2) Trial situation
On November 27, 2015, the creditors' meeting and the investors' meeting were held, and each voting group passed the "Reorganization Plan (Draft)". On November 30th, the Deyang Intermediate People's Court made a civil ruling approving the restructuring plan and terminating the restructuring procedures of Erzhong Group and Erzhong Heavy Industries. In the implementation of the restructuring plan, 12 billion yuan of financial debt has been fully repaid through cash repayment and debt to equity conversion; For non-financial claims, 250000 yuan has been paid to each creditor according to the restructuring plan, and the rest will be paid in full within 2-5 years. That year, the overall restructuring plan was completed by 90%.
(3) Typical significance
Out of court restructuring is an out of court rescue method that involves debt adjustment and asset restructuring between a distressed but valuable enterprise and its creditors through an agreement, in order to achieve enterprise recovery and debt repayment. In this case, with the promotion and guidance of relevant departments, Erzhong Group and Erzhong Heavy Equipment conducted out of court restructuring negotiations with major creditor financial institutions and reached a framework financial debt restructuring plan. After entering the reorganization, the court, within the judicial framework, made every effort to promote and maintain the principles of determining the reorganization plan, and included it in the reorganization plan in accordance with the law and regulations, which was recognized by financial creditors. The successful restructuring of Erzhong Group and Erzhong Heavy Industries has relieved the heavy debt burden and optimized the financial debt structure for these two state-owned enterprises with total assets of 21 billion yuan. This case actively explores the transition from out of court restructuring to judicial restructuring, providing a replicable example for the judicial restructuring of large state-owned enterprises that are in difficulties but have the possibility of regeneration.
5、 Merger and Bankruptcy Case of Zhejiang Glass Co., Ltd. and Its Related Companies
(1) Basic facts of the case
Zhejiang Glass Co., Ltd. (hereinafter referred to as Zhejiang Glass) was established in May 1994 and listed on the Hong Kong Stock Exchange on December 10, 2001. From 2003 to 2005, Zhejiang Glass invested in the establishment of Zhejiang Engineering Glass Co., Ltd., Zhejiang Changxing Glass Co., Ltd., Zhejiang Pinghu Glass Co., Ltd., and Zhejiang Shaoxing Taoyan Glass Co., Ltd. All of these enterprises were engaged in glass production, processing, and sales, with a total of 4350 employees and a daily melting total of 5150 tons. Due to poor management, blind investment, high cost financing, and other reasons, Zhejiang Glass and its four affiliated companies have encountered enormous difficulties in production and operation, leading to a debt crisis. On May 3, 2010, Zhejiang Glass was suspended from trading by the Hong Kong Stock Exchange for failing to release its 2009 financial report as scheduled. Given that Zhejiang Glass already has bankruptcy reasons and as an overseas listed joint-stock company with production capacity, it has certain restructuring value. On June 28, 2012, the Intermediate People's Court of Shaoxing City, Zhejiang Province (hereinafter referred to as the Shaoxing Intermediate People's Court) ruled to accept creditors' application for restructuring Zhejiang Glass and appointed a manager to initiate bankruptcy restructuring procedures.
(2) Trial situation
On July 4, 2012, the manager applied for the merger and reorganization of Zhejiang Glass and its four affiliated companies, citing the existence of personality confusion and the fact that the merger and reorganization is conducive to fair repayment of debts, and submitted relevant evidence. Among them, the audit report conclusion shows that Zhejiang Glass and its four affiliated companies operate as a whole. Although all four subsidiaries are legal entities, they operate under the actual control of Zhejiang Glass, and their capital receipts and expenditures are controlled by Zhejiang Glass, which has lost the financial independence that its legal entity should have. On July 23, 2012, the Shaoxing Intermediate People's Court organized a merger and reorganization hearing to hear opinions from all parties on the merger and reorganization. After hearing, most of the creditor representatives and Zhejiang Glass and its affiliated companies support merger and reorganization. After examination, the Shaoxing Intermediate People's Court has ruled, in accordance with Article 1 and Article 2 of the Enterprise Bankruptcy Law, that the aforementioned four affiliated companies of Zhejiang Glass shall be merged into Zhejiang Glass for reorganization.
On March 10, 2013, on the basis of continuing operations and successfully recruiting restructuring investors in the early stage, Zhejiang Glass and its four affiliated companies held their third creditors' meeting in the bankruptcy case, and voted on the draft restructuring plan in groups. Due to various objective factors, the ordinary creditor group did not pass the draft reorganization plan, resulting in the draft reorganization plan not being approved by the creditors' meeting. On the 25th of the same month, the Shaoxing Intermediate People's Court, in accordance with Article 88 of the Enterprise Bankruptcy Law, ruled to terminate the reorganization process and transfer it to bankruptcy liquidation.
After entering bankruptcy liquidation, the pressure to continue production is even more prominent. Glass production has its unique characteristics. Once the production line is shut down, it will involve safety issues such as ceasefire of cold kilns and disposal of hazardous chemicals, and will lead to significant depreciation of assets and a significant increase in maintenance costs. To this end, the administrator extensively solicited opinions in the creditors' meeting and adopted a "custody operation" approach, entrusting a third-party company to continue production and operation, achieving normal production under the conditions of bankruptcy liquidation. On April 13th, the fourth creditors' meeting voted to approve the "Bankruptcy Property Conversion Plan". After public auction or sale, the total value of the company's assets was approximately 2.302 billion yuan. On September 22nd, the fifth creditors' meeting voted to approve the "Bankruptcy Property Distribution Plan". On October 10th, the Shaoxing Intermediate People's Court ruled to approve the bankruptcy property distribution plan. On December 12th, the manager applied and the Shaoxing Intermediate People's Court ruled to terminate the bankruptcy proceedings.
(3) Typical significance
The merger and bankruptcy case of Zhejiang Glass and its affiliated companies is a case that, on the basis of fully respecting the autonomy of the parties, was promptly transferred from reorganization to liquidation in the event that the draft reorganization plan was not approved through voting. During the trial process of this case, market laws were fully respected, and all major matters were voted on by the creditors' meeting in accordance with the law, taking into account market factors such as the industry situation and commercial risks of the bankrupt enterprise. The court respects the autonomy of the parties involved in matters rejected by the creditors' meeting and has not taken mandatory approval measures. In addition, Zhejiang Glass and its affiliated companies maintained normal production during bankruptcy, allowing most employees to maintain stable work and economic income, and maintaining social harmony and stability.
6、 Bankruptcy Reorganization Case of Shandong Hailong Co., Ltd
(1) Basic facts of the case
Shandong Hailong Co., Ltd. (hereinafter referred to as Shandong Hailong) is a listed company listed on the Shenzhen Stock Exchange. The leading products enjoy high popularity and good reputation both domestically and internationally. Due to the overall market environment and operational issues, the company has suffered losses for two consecutive years since 2010, resulting in operational and debt crises. On March 1, 2012, China Construction Bank Co., Ltd. Weifang Hanting Branch submitted an application to the Intermediate People's Court of Weifang City, Shandong Province (hereinafter referred to as the Weifang Intermediate Court), requesting the reorganization of Shandong Hailong in accordance with the law. On April 23rd, the Shenzhen Stock Exchange implemented a delisting risk warning and faced serious risks of delisting. On May 18th, the Weifang Intermediate Court ruled to accept it.
(2) Trial situation
Based on Shandong Hailong's asset evaluation, debt repayment ability analysis conclusion, debt review and confirmation situation, and combined with the experience of listed company restructuring cases, the manager has developed a draft restructuring plan suitable for Shandong Hailong's actual situation. The restructuring plan will retain all effective operational assets of the listed company, and clean up all the debts of the listed company by ensuring that creditors receive a repayment rate of no less than bankruptcy liquidation. This will enable the listed company to regain sustainable operation and profitability through its own business, save social resources, and safeguard the interests of enterprises, employees, shareholders, creditors, and upstream and downstream operators. In October 2012, the shareholders' group meeting and the second creditors' meeting of Shandong Hailong's restructuring case both voted to approve the restructuring plan. On November 2nd, the Weifang Intermediate People's Court ruled to approve the restructuring plan, which entered the execution stage. On December 26th, the restructuring plan was completed and the restructuring process was concluded. Starting from July 3, 2013, the Shenzhen Stock Exchange revoked the delisting risk warning and other risk warnings for Shandong Hailong stock trading. Through restructuring, the company turned losses into profits.
(3) Typical significance
The restructuring case of Shandong Hailong has maintained the main business and products of the listed company unchanged, without asset replacement or production suspension, achieving on-site rebirth of the enterprise and ensuring social harmony and stability. If the reorganization is carried out by disposing of all the assets of the listed company and injecting new operational assets, which is commonly used in the current restructuring cases of listed companies in China, it may lead to a low debt repayment ratio for creditors, and on the other hand, Shandong Hailong's main business and high-quality resources cannot be retained, affecting the employment of nearly 10000 company employees and the interests of creditors and small and medium-sized shareholders. In the Shandong Hailong reorganization case, all effective operational assets of the company were retained, and all debts were cleared by ensuring that creditors received no less than bankruptcy liquidation. This model allows the company's main business and high-quality resources to be preserved, and the employment of its employees is basically unaffected. The interests of creditors and small and medium-sized shareholders are protected to the maximum extent, and the enterprise, shareholders, employees, creditors, restructuring investors, government, and other parties achieve a win-win situation, achieving an organic unity of legal and social effects.
7、 Bankruptcy and Reorganization Case of Zhonghe Huayuan Titanium Dioxide Co., Ltd
(1) Basic facts of the case
The stock of China National Nuclear Corporation (CNNC) Huayuan Titanium Dioxide Co., Ltd. (hereinafter referred to as CNNC Titanium Dioxide) is listed for trading on the Shenzhen Stock Exchange. In the face of intensified competition in the titanium dioxide market, CNNC Titanium Dioxide has encountered difficulties in its operations. Especially after the global financial crisis in 2008, the prices of titanium dioxide products plummeted, and the titanium dioxide industry suffered a comprehensive loss that year. CNNC Titanium Dioxide has suffered continuous losses and faces the risk of delisting and bankruptcy. The major asset restructuring and custody in 2009 and 2010 were unsuccessful. On April 22, 2011, creditors applied to the Intermediate People's Court of Jiayuguan City, Gansu Province (hereinafter referred to as the Jiayuguan Intermediate Court) for bankruptcy reorganization of CNNC Titanium White. On July 29th, in order to maintain the stability of the workforce and the continued operation of the enterprise, the shareholders of CNNC Titanium Dioxide Company, after public selection nationwide, decided to entrust Anhui Jinxing Titanium Dioxide (Group) Co., Ltd. (hereinafter referred to as Jinxing Titanium Dioxide) to manage CNNC Titanium Dioxide under custody. On November 30th, the Jiayuguan Intermediate Court ruled to accept the application for reorganization.
(2) Trial situation
After the Jiayuguan Intermediate People's Court accepted the application for restructuring in this case, CNNC Titanium White continued to operate, continued to fulfill its custody agreement with Jinxing Titanium White, and continued to fulfill 42 contracts that were not fully fulfilled by CNNC Titanium White and the other party, ensuring the orderly progress of the restructuring work. As of January 6, 2012, a total of 146 creditors have declared 147 claims, with a total amount of over 330 million yuan. The administrator has preliminarily confirmed 128 claims, with a confirmed amount of approximately 300 million yuan. The Jiayuguan Intermediate People's Court requires the manager to consider the subsequent asset restructuring when formulating a draft restructuring plan, and to submit a restructuring framework plan at the same time as submitting the restructuring plan draft, avoiding the potential drawbacks of separate operations and implementation of restructuring.
In response to the characteristics of a large number of small creditors, low repayment rate, significant damage to interests, and serious opposition, the Jiayuguan Intermediate People's Court has decided to establish a small creditor group to maximize their protection. Creditors with debt amounts below 6 million yuan will be included in this group, and major shareholders will provide an additional 20 million yuan to compensate for the losses of small creditors, increasing their repayment rate from 41.69% to 70%, Effectively ensuring the balance of interests between investors and creditors. On July 27, 2012, four creditor groups voted to approve the draft restructuring plan at the creditors' meeting, and the investor group voted to approve the investor's equity adjustment plan. On July 31st, the Jiayuguan Intermediate People's Court ruled to approve the "Reorganization Plan of CNNC Huayuan Titanium Dioxide Co., Ltd.". Through the efforts of all parties, the restructuring plan was completed on November 15th, one and a half months ahead of the original plan. On December 17th, the court ruled to terminate the restructuring process of CNNC Titanium Dioxide. On December 19th, after review by the China Securities Regulatory Commission, the issuance of shares by CNNC Titanium Dioxide to purchase assets and raise supporting funds was conditionally approved. At this point, the bankruptcy reorganization process of CNNC Titanium White has been integrated with the asset reorganization process, and the bankruptcy reorganization of CNNC Titanium White has achieved a complete success. The repayment rate of ordinary debt in this case was 41.69%, and the repayment rate of small ordinary debt reached 70%, which is much higher than the repayment rate under simulated liquidation conditions.
(3) Typical significance
The bankruptcy reorganization case of CNNC Titanium Dioxide achieved a close connection between custody, reorganization, and restructuring by considering them in parallel, achieving a close connection between mergers and acquisitions and business integration in the same industry, and synchronizing continuous operation and technological transformation. Not only has the continuity of enterprise operation been achieved, the fate of liquidation and delisting has been overcome, a high repayment rate has been achieved, and 1200 employees have been employed, stabilizing the workforce.
8、 Bankruptcy liquidation case of Beijing Lida Marine Life Museum Co., Ltd
(1) Basic facts of the case
Beijing Lida Marine Life Museum Co., Ltd. (hereinafter referred to as Lida Company) is a Sino foreign cooperative enterprise approved for establishment in 1993. Its investment and operation of the Beijing Marine Life Museum officially opened in 1999. The Beijing Ocean Museum integrates viewing, tourism, science popularization, education, and leisure entertainment, and is a business card project of the Beijing tourism industry. Due to a large amount of loans during the establishment and construction process of Lida Company, the financial cost burden of the company was too heavy. At the same time, the internal management of the company was chaotic, and various effective assets were also subject to judicial preservation measures by the court. Objectively, it had directly endangered the normal operation of the Beijing Ocean Museum. At that time, the emotions of over 300 employees were also severely unstable, making it difficult for the company to maintain normal operations. As of July 2003, the total assets of Lida Company were RMB 655 million, the total liabilities were RMB 2.1 billion, and the asset liability ratio was as high as 320%, indicating severe insolvency. In the same month, with the application of creditor Beijing International Trust and Investment Co., Ltd., the Beijing Higher People's Court (hereinafter referred to as the Beijing High Court) lawfully accepted the bankruptcy liquidation case of Lida Company.
(2) Trial situation
After being accepted by the Beijing High Court, in accordance with Article 18 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Trial of Enterprise Bankruptcy Cases", it was decided to establish a regulatory group for Lida Company, which is mainly responsible for counting and keeping the company's assets, verifying the company's creditor's rights and debts, and conducting necessary business activities for the company's interests. During the supervision period by the regulatory team, the Beijing Ocean Museum was able to maintain its operations, avoiding the potential chaos and impact caused by the closure. At the same time, it effectively prevented creditors from competing for corporate property, stabilized employee emotions, and solved social stability issues.
The Enterprise Bankruptcy Law, which came into effect on June 1, 2007, stipulates a restructuring system. Based on the value analysis of the continued operation and profitability of the Beijing Ocean Museum, the Beijing High Court and the regulatory team have negotiated and communicated with creditors multiple times, striving to rescue Lida Company through the restructuring process. Most of the creditors of Lida Company are financial institution creditors and have not undergone relevant restructuring arrangements through Lida Company. In addition, Lida Company's management is chaotic and there are a series of historical legacy issues, which have led to doubts among restructuring investors and have gradually given up.
On October 30, 2013, the Beijing High Court ruled to declare Lida Company bankrupt. Based on the purpose of rescuing the operation of the Beijing Ocean Museum, a subsidiary of Lida Company, the Beijing High Court guides the managers to package all assets, businesses, and ongoing contracts of Lida Company in a continuous operation state, and dispose of them through public auction. The price change plan was unanimously approved by the creditors' meeting. After a public auction, Beijing Xinwoda Marine Technology Co., Ltd. took over all the assets of Lida Company as a whole. After taking over, the name of the Beijing Aquarium will remain unchanged. The auction price is used to pay off all creditors, with 100% of employee and tax debts paid off. The repayment rate of ordinary debts is 37.60%, and all 307 enterprise employees have been resettled. After all the distribution of bankruptcy property was completed, on December 19, 2014, the Beijing High Court ruled in accordance with the law to terminate the bankruptcy proceedings. Lida Company will be deregistered after the end of the bankruptcy liquidation process.
(3) Typical significance
This case is a typical case where the people's court fully utilizes its judicial initiative to guide managers to improve asset disposal efficiency in accordance with the law and achieve business rescue for struggling enterprises. In the absence of a reorganization procedure to rescue Lida Company, the court guided the administrator in accordance with the law to protect the rights and interests of employees, tax authorities, and other creditors by packaging and disposing of the bankruptcy property under continuous operating conditions. At the same time, it saved Lida Company's business, namely the Beijing Ocean Museum, and achieved good legal, economic, and social effects.
9、 Bankruptcy and Reorganization Case of Shanghai Chaori Solar Energy Technology Co., Ltd
(1) Basic facts of the case
Shanghai Chaori Solar Technology Co., Ltd. (hereinafter referred to as Chaori Company) is a private enterprise engaged in solar photovoltaic production earlier in China, with a registered capital of 197.6 million yuan. In November 2010, Chaori Company's stock was listed for trading on the Small and Medium Enterprises Board of the Shenzhen Stock Exchange. On March 7, 2012, Chaori Company issued the "11 Chaori Bonds" with a duration of five years. Since then, the company's overall performance has continued to suffer losses, production and operation management has stagnated, and it is unable to repay suppliers' payment for goods. Bank accounts and major assets have been frozen, mortgaged or sealed up, and bonds payable cannot pay interest on schedule. Therefore, "11 Ultra Japanese Bonds" has become the first case of corporate bond default in China's bond market. Due to the heavy financial burden and the overall downturn of the photovoltaic industry, it is difficult for Chaori Company to recover its sustained profitability through the operation of its main business in the short term. On April 3, 2014, the creditor Shanghai Yihua Metal Materials Co., Ltd. applied to the Shanghai First Intermediate People's Court (hereinafter referred to as the Shanghai First Intermediate People's Court) for bankruptcy reorganization of the company on the grounds that Chaori Company was unable to repay its matured debts. After examination, the court ruled on acceptance on June 26th. Due to three consecutive years of losses, Chaori Company has been suspended from listing.
(2) Trial situation
Shanghai First Intermediate People's Court has designated a law firm and an accounting firm to form a joint manager. The manager has decided to have 9 companies as joint investors through public bidding. On October 8, 2014, the manager announced the release of documents such as the "Draft Restructuring Plan for Chaori Company" and the "Announcement on Determining Investors' Relevant Information". The manager, based on the actual situation of Chaori Company and a comprehensive investigation of potential investors, has determined that a consortium consisting of nine units, including Jiangsu GCL Energy Co., Ltd., will be the investors in the restructuring case of Chaori Company. Nine joint investors will contribute 1.96 billion yuan to the restructuring of Chaori Company, of which 1.8 billion yuan will be used to pay restructuring fees and settle debts, and the remaining 160 million yuan will be used as working capital for subsequent operations of Chaori Company.
The draft restructuring plan for Chaori Company was submitted to the second creditors' meeting on October 23 of the same year. After group voting, each voting group passed the draft reorganization plan. According to the application of the manager, Shanghai No.1 Intermediate People's Court ruled on October 28th to approve the restructuring plan of Chaori Company and terminate the restructuring process. According to the restructuring plan, the employees' and tax claims of Chaori Company will be fully compensated; Claims secured by property are prioritized for repayment based on the assessed value of the collateral, and the portion that fails to be repaid based on the assessed value of the collateral is treated as ordinary claims; The portion of ordinary debt below 200000 yuan (including the principal amount) shall be fully repaid, and the portion exceeding 200000 yuan shall be repaid at a ratio of 20%. In addition, Great Wall Asset Management Company and Jiuyang Investment Management Center assume corresponding guarantee responsibilities, and the principal and interest of the "11 Super Day Bond" are fully repaid. Chaori Company was renamed as GCL Technology Co., Ltd. and achieved profitability in 2014. On August 12, 2015, * ST Chaori resumed its listing on the Shenzhen Stock Exchange after renaming. At this point, Chaori Company successfully reorganized.
(3) Typical significance
This case is the first bankruptcy restructuring case of a listed company in China where corporate bonds default. Choosing a company in the same industry as the restructuring party is the key to the rapid and successful restructuring of this case. If Chaori Company wants to resume listing and avoid bankruptcy liquidation, it must successfully restructure and turn losses into profits within 2014, which means that the effective time for restructuring work is up to six months. However, Chaori Company has a large debt scale and complex asset situation, involving over 60000 shareholders and a large amount of overseas assets, making it difficult to restructure. Therefore, introducing a strong restructuring party in the same industry is the preferred choice. After publicly soliciting investors, it was ultimately determined that Jiangsu GCL Energy Source Co., Ltd., among others in the same industry, would be the restructuring party. Introducing industry investors can accelerate the restructuring process and solve the employment problem of existing employees, which is beneficial for ensuring social stability. Based on this, Chaori Company quickly resumed production and has the ability to continue operating, achieving good legal and social effects.
10、 Bankruptcy and Reorganization Case of Wuxi Shangde Solar Power Co., Ltd
(1) Basic facts of the case
Wuxi Shangde Solar Power Co., Ltd. (hereinafter referred to as Wuxi Shangde) was established on January 22, 2001, mainly engaged in research, development, production, processing of solar cells and power generation product systems. Suntech Power Holdings Limited (hereinafter referred to as Suntech Power) is a private enterprise listed on the New York Stock Exchange in 2005. Wuxi Shangde is the largest production base of assets under Shangde Power, with a concentration of over 95% of production capacity. Within 10 years, it has grown into one of the world's largest photovoltaic module manufacturers. In 2012, due to a vicious price war in the industry, global overcapacity, frequent decision-making errors, and internal management issues, Wuxi Suntech fell into extreme difficulties, causing Suntech Power's stock price to drop below $0.6. Suntech received three suspension warnings from the New York Stock Exchange and was forced to enter delisting procedures at one point. On March 18, 2013, 8 banks including Bank of China Limited Wuxi High tech Industrial Development Zone Branch applied to the Intermediate People's Court of Wuxi City, Jiangsu Province (hereinafter referred to as the Wuxi Intermediate People's Court) for bankruptcy reorganization of Wuxi Shangde, citing the inability of Wuxi Shangde to repay its debts as they fall due. On March 20th, the Wuxi Intermediate People's Court ruled to approve Wuxi Shangde's entry into bankruptcy reorganization proceedings.
(2) Trial situation
After accepting the case, the Wuxi Intermediate People's Court designated a liquidation team composed of local government functional departments as the manager. At the same time, it is recommended that the liquidation team select audit, evaluation, legal, financial and other intermediary institutions through market-oriented operation, enrich the liquidation team, and leverage the professional advantages of intermediary institutions in market value judgment, business management consulting, and other aspects.
As Wuxi Shangde is a high-tech production enterprise with a wide range of business affairs and high professional requirements, it requires professional personnel familiar with the company's business and enterprise management to participate. Under the guidance of the Wuxi Intermediate People's Court, the manager hired a company with talent advantages and rich experience in asset restructuring and enterprise management to manage the business affairs during the restructuring period of Wuxi Shangde, achieving the resumption of work in Wuxi Shangde. In order to fully restore Wuxi Shangde's ability to continue as a going concern, starting from late June 2013, under the guidance of Wuxi Intermediate People's Court, the managers selected potential strategic investors from hundreds of photovoltaic industry and upstream and downstream enterprises worldwide through strict recruitment procedures such as registration, qualification review, due diligence, submission of bidding documents, and professional evaluation by working groups, Jiangsu Shunfeng Optoelectronics Technology Co., Ltd. (hereinafter referred to as Shunfeng Optoelectronics) has obtained the qualification of Wuxi Shangde Strategic Investor.
At the end of October 2013, the manager submitted a draft restructuring plan, in which Shun Wind Power, as a strategic investor, paid 3 billion yuan in cash to settle the related expenses and debts of Wuxi Shangde. The 100% equity of Wuxi Shangde held by the investor is fully transferred free of charge. Employee debt, tax debt, and guaranteed debt are all paid in cash at a one-time rate of 100%. In order to increase the repayment ratio of ordinary debt, each creditor's debt of less than 100000 yuan will be fully repaid; The portion exceeding 100000 yuan shall be compensated in either "cash" or "cash+receivables". Paid in cash, with a compensation ratio of 31.55%. To be compensated in the form of "cash+receivables", that is, each creditor can receive cash compensation according to a settlement ratio of 30.85%, and can also receive compensation for 9 accounts receivable on Wuxi Shangde's books. At the second creditors' meeting held on November 12th, the employee creditor's rights group, tax creditor's rights group, and guarantee creditor's rights group all voted unanimously to approve the above-mentioned restructuring plan draft, and the ordinary creditor's rights group with the highest number of people also voted unanimously to approve it. The investor group abstained. On November 15th, the Wuxi Intermediate People's Court ruled in accordance with the law to approve the "Draft Restructuring Plan" and terminate the restructuring process. At the end of December, the debt repayment fund of 3 billion yuan was fully paid and distributed.
(3) Typical significance
During the trial process, the Wuxi Intermediate People's Court protected financial claims in accordance with the law and effectively resolved financial risks. In this case, financial claims accounted for 75.45% of the total amount of claims. In order to protect financial claims in accordance with the law and effectively resolve financial risks, on the one hand, efforts were made to increase asset collection. Based on the specific situation of receivables, various methods such as sending collection letters for collection, direct contact, and litigation after argumentation were used to recover a total of 708 million yuan in receivables, increasing the total amount of bankruptcy assets; On the other hand, when formulating the reorganization plan, two repayment methods, "cash+receivables" and "cash", are introduced for creditors to choose from. From the results, it can be seen that multiple financial creditors have chosen the "cash+accounts receivable" settlement method, with a debt amount of 4.095 billion yuan. This also provides useful reference for the restructuring of other struggling enterprises. The Wuxi Shangde Reorganization Case fully leverages the concentration, efficiency, and economic advantages of bankruptcy proceedings in clearing financial claims, effectively maintaining economic order stability and financial security.
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