Securities code: 002366 securities abbreviation: Taihai Manoir Nuclear Equipment Co.Ltd(002366) Announcement No.: 2022-007 Taihai Manoir Nuclear Equipment Co.Ltd(002366)
Announcement on the receipt of civil ruling by tier one wholly-owned subsidiaries
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.
Yantai Taihai manur Nuclear Power Equipment Co., Ltd. (hereinafter referred to as “Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) “), a first-class wholly-owned subsidiary of Taihai Manoir Nuclear Equipment Co.Ltd(002366) (hereinafter referred to as “the company”), received the people’s Court of Laishan District, Yantai City, Shandong Province (hereinafter referred to as “the court”) forwarded by the manager of Yantai Taihai manur Nuclear Power Equipment Co., Ltd. (hereinafter referred to as “the manager”) on February 18, 2022 The civil ruling [(2020) Lu 0613 No. 3-4] and the decision [(2020) Lu 0613 No. 3-8] are announced as follows:
1、 Main contents of civil ruling
Applicant: manager of Yantai Taihai Manuer Nuclear Power Equipment Co., Ltd
Respondent: Yantai Taihai Manuer Nuclear Power Equipment Co., Ltd
Respondent: Yantai Manuer superalloy Co., Ltd. (hereinafter referred to as “superalloy”)
Respondent: Yantai Taihai Materials Technology Co., Ltd. (hereinafter referred to as “Taihai materials”)
Respondent: Yantai Taihai Manuel Intelligent Equipment Co., Ltd. (hereinafter referred to as “Taihai equipment”) on November 19, 2020, the court ruled to accept the case of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) bankruptcy reorganization according to the application of Jiangsu fangneng thermal equipment Technology Co., Ltd., and appointed Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) bankruptcy reorganization Working Group as the administrator of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) on the same day. On March 8, 2021, the court made a civil ruling (2020) Lu 0613 Po No. 3-1, ruling to accept the application of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) manager for substantive merger and reorganization of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , superalloy, Taiwan Strait materials and Taiwan Strait equipment, and appointed Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) manager as the manager of substantive merger and reorganization on the same day.
Reason for application:
On February 8, 2022, the administrator of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) filed an application to the court, saying that the administrator found new situations in the performance of the merger and reorganization procedures of four companies including Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , and believed that the separate bankruptcy procedures were applicable to superalloy, and the coordinated trial with the merger and reorganization procedures of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taiwan Strait materials, Taiwan Strait equipment and other three companies was more in line with the actual situation It is also more conducive to the successful reorganization of the four companies, so as to fully safeguard the interests of creditors and save the debtor’s enterprise. Therefore, request: cancel the part on the merger and reorganization of superalloys in the civil ruling No. 3 of the court (2020) Lu 0613, continue the merger and reorganization of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taiwan Strait materials and Taiwan Strait equipment, and separate reorganization of superalloys, and request the court to coordinate the trial. At the same time, apply for the manager of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) to continue to serve as the manager of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , the combined reorganization of Taiwan Strait materials and Taiwan Strait equipment and the continuous independent reorganization of superalloys, and allow the continuous use of all the work achievements in the original process, such as creditor’s right declaration, audit evaluation, and continued performance of contract recognition, based on the principle of saving reorganization cost and improving reorganization efficiency.
The main reasons for the application of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) manager are as follows: 1. Since the manager performed his duties, he found that the operation and management of superalloy was relatively independent and operated independently under the supervision of the manager, which can be distinguished from the other three companies in terms of finance, business and personnel, and did not meet the behavior and result requirements of highly mixed legal personality and substantive merger and reorganization. 2. 2. Superalloys are quite different from the other three companies in terms of core technology, sales channels and business models. Separate recruitment when introducing investors is more conducive to highlight their respective advantages, so as to improve the possibility of successful reorganization. 3. Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) and other three companies are wholly-owned subsidiaries of the company. Superalloy is not a subsidiary of the company, but other related parties. It has no equity relationship with the other three companies, and there is no actual control relationship. The will of the legal person is relatively independent, which does not meet the behavior and result requirements of substantive merger and reorganization. 4. The superalloy has a mature production line and its employees are working on the job. It has the ability of sustainable operation and market competitiveness, and has the value of reorganization. Its reorganization also complies with the law.
The court held that in view of the new situation and actual business situation discovered since the administrator performed his duties, in order to ensure the effective promotion of the reorganization procedures of the four companies, realize the value pursuit of the enterprise bankruptcy law and safeguard the common interests of all creditors and employees. For the review of the manager’s application, it is necessary to comprehensively consider whether Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taihai materials, Taihai equipment and other three companies and superalloy have lost the behavior and result elements of highly mixed legal personality, whether separate reorganization can promote the success of enterprise reorganization, whether the overall interests of creditors and employees can be safeguarded and the economic efficiency principle of reorganization. After examination, the court held that the high-temperature alloy and Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taihai materials, Taihai equipment and other three companies did not meet the requirements of highly mixed behavior of legal personality, nor did they meet the requirements of results that seriously damaged the fair repayment interests of creditors, and did not meet the conditions for substantive merger, but the high-temperature alloy and Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taihai materials The three companies including Taiwan Strait equipment belong to affiliated enterprises, so the manager applies for cancellation of the part of the civil ruling No. 3 of the court (2020) Lu 0613 on the merger and reorganization of superalloys. Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taiwan Strait materials and Taiwan Strait equipment continue to apply the substantive merger and reorganization method, and superalloys apply the separate reorganization method, and conduct a coordinated trial, At the same time, the application for the continued use of all the work achievements in the original merger and reorganization procedures, such as creditor’s rights declaration, audit evaluation and continued performance of contract identification, does not violate the legal provisions, and is conducive to promoting enterprise reorganization, saving reorganization costs and improving reorganization efficiency, which is in line with the interests of all creditors, and should be allowed. In accordance with Articles 1, 2, 4 and 71 of the enterprise bankruptcy law of the people’s Republic of China, the court ruled as follows:
1、 Revoke the part about the merger and reorganization of Yantai Manuel superalloy Co., Ltd. in the civil ruling (2020) Lu 0613 Po No. 3-1 of our court;
2、 Yantai Taihai manur Nuclear Power Equipment Co., Ltd., Yantai Taihai Material Technology Co., Ltd. and Yantai Taihai manur Intelligent Equipment Co., Ltd. were merged and reorganized.
If you are not satisfied with this ruling, you can apply to Yantai intermediate people’s Court of Shandong Province for reconsideration within 15 days from the date of service and announcement of the ruling.
This ruling shall take effect from now on.
2、 Main contents of the decision
On November 19, 2020, the court ruled to accept the bankruptcy reorganization proposal of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) according to the application of Jiangsu fangneng thermal equipment Technology Co., Ltd., and appointed the bankruptcy reorganization working group of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) as the administrator of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) on the same day. On March 8, 2021, the court made a civil ruling (2020) Lu 0613 Po No. 3-1, ruling to accept the application of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) manager for substantive merger and reorganization of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , superalloy, Taiwan Strait materials and Taiwan Strait equipment, and appointed Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) manager as the manager of substantive merger and reorganization on the same day, The person in charge of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) manager serves as the person in charge of substantive merger and reorganization manager.
On February 16, 2022, according to the application of the administrator of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , the court ruled to revoke the part of the civil ruling No. 3 of the court (2020) Lu 0613 on the merger and reorganization of superalloys, and the merger and reorganization of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taiwan Strait materials and Taiwan Strait equipment.
In accordance with the provisions of Article 4, Article 13 and paragraph 1 of Article 22 of the enterprise bankruptcy law of the people’s Republic of China, the court designated the administrator of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) as the manager of the substantive merger and reorganization of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taiwan materials and Taiwan equipment, and the person in charge of the administrator of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) as the manager of the substantive merger and reorganization of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) , Taiwan materials and Taiwan equipment. At the same time, in order to save the cost of reorganization and improve the efficiency of reorganization, it is allowed to continue to use all the work achievements in the original merger and reorganization procedures, such as creditor’s rights declaration, audit and evaluation, continued performance of contract identification and so on.
3、 Overview of disclosure of restructuring of tier one wholly owned subsidiaries
The company disclosed the announcement on creditors applying to the court for judicial reorganization of the company’s tier one wholly-owned subsidiary (Announcement No.: 2020-070) on November 11, 2020, and the announcement on the receipt of civil ruling by tier one wholly-owned subsidiary (Announcement No.: 2020-078) on November 25, 2020 On December 10, 2020, the announcement on the continued operation of tier one wholly-owned subsidiaries (Announcement No.: 2020-084) was disclosed, and on March 13, 2021, the announcement on the substantive merger and reorganization of subsidiaries and affiliated companies ruled by the court (Announcement No.: 2021-024) was disclosed The announcement on the voting results of the first creditors’ meeting on the merger and reorganization of wholly-owned subsidiaries (Announcement No.: 2021-044) was disclosed on May 24, 2021, and the announcement on the receipt of civil ruling by Tier-1 wholly-owned subsidiaries (Announcement No.: 2021-060) was disclosed on September 11, 2021 On December 3, 2021, the announcement on the receipt of civil ruling by Tier-1 wholly-owned subsidiaries (2021-081) was disclosed. See the above announcement for details such as the progress of reorganization.
4、 Overview of the disclosure of the company’s application for bankruptcy reorganization
The company has been applied for bankruptcy reorganization by creditors. For details, please refer to the suggestive announcement on the application for bankruptcy reorganization by creditors of the company (Announcement No.: 2021-064) disclosed on October 19, 2021 and the progress announcement on the application for bankruptcy reorganization by creditors of the company (Announcement No.: 2022-002) disclosed on January 26, 2022. As of the announcement date, the court has not ruled to accept the bankruptcy reorganization application. Whether the reorganization application is accepted by the court and whether the company enters the reorganization procedure is still uncertain. The company will closely follow up the follow-up progress of the matter and disclose the relevant progress in time.
5、 Risk tips
1. The bankruptcy and reorganization plan of Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) has not been determined, and there are still uncertainties in the process and results of bankruptcy and reorganization. At present, the company cannot reliably predict the recoverable amount of long-term equity investment and creditor’s rights. The impact of bankruptcy and reorganization on the current or future profits of the company can not be judged temporarily. The company will make a decision according to the results of bankruptcy and reorganization, Carry out corresponding accounting treatment according to the relevant provisions of the accounting standards for business enterprises; At the same time, Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) has the risk of being declared bankrupt and liquidated by the court due to the failure of reorganization. If Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) is ruled bankrupt and liquidated, the company’s shares will face the risk of termination of listing; The company will pay close attention to the bankruptcy reorganization process, actively safeguard the rights of the company and its shareholders, and timely perform the obligation of information disclosure according to the progress of bankruptcy reorganization.
2. The company’s guarantee balance for Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) is 1.819 billion yuan. Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) has entered the bankruptcy reorganization procedure, and there is a risk that creditors require the company to perform the guarantee liability. The company will continue to maintain contact and communication with creditors, and coordinate and resolve debt risks by negotiating with banking institutions on renewal plans or debt restructuring. At present, the company has been applied for bankruptcy reorganization by the creditors to the court. If the court decides to restructure the company, the creditors who guarantee the debt have the right to declare their creditor’s rights in the company reorganization procedure and pay off according to the company reorganization plan. 3. The company has a supply and marketing relationship with superalloy for many years. As of December 31, 2021, the balance of accounts receivable of superalloy was 518965800 yuan, which was formed by the contract of centrifugal casting heat-resistant alloy furnace tube, static casting parts and precision casting parts signed by both parties. The company believes that according to the civil ruling (2020) Lu 0613 Po No. 3 made by the court on March 8, 2021, If the substantive merger and reorganization between superalloy and the company’s subsidiary Yantai Taihai Manoir Nuclear Equipment Co.Ltd(002366) is successful, the above accounts receivable shall be regarded as internal transactions of the company, there is no significant impairment risk, and the production and operation of Superalloy company is normal, the company shall withdraw bad debt reserves according to the aging. After the court made the civil ruling (2020) Lu 0613 Po No. 3-4, superalloy will undergo bankruptcy reorganization alone, and the process and results of the reorganization are still uncertain, and the company’s accounts receivable will be paid off as ordinary creditor’s rights in accordance with the bankruptcy reorganization procedure, which will increase the recovery risk of the above accounts receivable, In 2021, the company made individual provision for the above accounts receivable, and plans to add 212402000 yuan of bad debt provision. The specific amount shall be subject to the company’s 2021 annual report; At the same time, the company will conduct corresponding accounting treatment according to the results of bankruptcy reorganization and the relevant provisions of the accounting standards for business enterprises.
4. The company has been applied for bankruptcy reorganization by the creditors to the court. According to the relevant provisions of the enterprise bankruptcy law of the people’s Republic of China, if the court decides to accept the reorganization application of the company, the company will cooperate with the court and the manager to carry out relevant reorganization work according to law and perform the legal obligations of the creditors according to law. Meanwhile, according to item (VII) of article 9.4.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), Shenzhen Stock Exchange will implement delisting risk warning for the company’s shares. If the company successfully implements the reorganization and completes the reorganization plan, it will be conducive to optimizing the company’s asset liability structure and improving the company’s sustainable operation and profitability; If the reorganization fails, 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 (VI) of article 9.4.17 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022). Please pay attention to investment risks.
The company will continue to pay attention to the follow-up progress of the matters and fulfill the obligation of information disclosure in time in accordance with the relevant provisions of laws and regulations. The information disclosure media designated by the company are China Securities News, securities times, Securities Daily, Shanghai Securities News and http://www.cn.info.com.cn, All information of the company is subject to the information published in the above designated media. Please make prudent decisions and pay attention to investment risks.
It is hereby announced.
Taihai Manoir Nuclear Equipment Co.Ltd(002366) board of directors February 19, 2022
