Securities code: 002766 securities abbreviation: * ST soling Announcement No.: 2021-084 Shenzhen Soling Industrial Co.Ltd(002766) Manager
Announcement on the court’s decision to approve the reorganization plan
The manager, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
On December 27, 2021, Shenzhen intermediate people’s Court (hereinafter referred to as “Shenzhen intermediate people’s court”) ruled to approve the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan and terminate the reorganization procedure of Shenzhen Soling Industrial Co.Ltd(002766) (hereinafter referred to as “soling shares” or “the company”). The manager hereby announces the matters related to the court’s ruling to approve the reorganization plan as follows:
1、 The manager applies for ruling to approve the reorganization plan
On November 26, 2021, Shenzhen intermediate people’s court ruled to accept the case of soling’s share restructuring and appointed Beijing Jindu (Shenzhen) law firm as the company manager.
The first creditors’ meeting and investors’ group meeting of soling’s share reorganization were held on December 27, 2021. The first creditors’ meeting has a property secured creditor’s right group and an ordinary creditor’s right group, Both voted and approved the Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft); the investor group also voted and approved the investor rights and interests adjustment plan of Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (Draft). See the announcement of the Shenzhen Soling Industrial Co.Ltd(002766) manager on the convening of the first creditor meeting (Announcement No.: 2021-080) disclosed on the same day for the convening of the first creditor meeting and the meeting of the investor group《 Shenzhen Soling Industrial Co.Ltd(002766) announcement of the manager on the convening of the investor group meeting (Announcement No.: 2021-081).
According to the provisions of Article 86 of the enterprise bankruptcy law of the people’s Republic of China, the administrator submitted the notice on approval to the Shenzhen intermediate people’s Court on December 27, 2021
< Shenzhen Soling Industrial Co.Ltd(002766) 重整计划>
Your application. On the same day, the manager received the civil ruling (2021) Yue 03 Po No. 599 delivered by Shenzhen intermediate people’s court, ruled to approve the soling share restructuring plan and terminate the soling share restructuring procedure.
2、 Main contents of civil ruling
The court held that during the management of the property and business affairs of soling Co., Ltd., the manager formulated the draft reorganization plan according to law within the time limit specified by law and submitted it to the people’s court and the creditor’s meeting for voting. After voting, the first creditor’s meeting of soling Co., Ltd. passed the draft reorganization plan with the vote of property secured creditor’s group and ordinary creditor’s group. Since the draft reorganization plan involves the adjustment of investors’ rights and interests, a investors group is established to vote on the adjustment of investors’ rights and interests involved in the draft reorganization plan. After voting, the group voted on the adjustment of investors’ rights and interests. The voting procedure of each voting group proposed by the manager is legal, the passing proportion of each voting group meets the legal standard, and the reorganization plan is passed. According to the debt repayment scheme of the reorganization, the repayment proportion of ordinary debt shall not be lower than the repayment proportion that can be obtained in the bankruptcy liquidation proceedings. The plan for the repayment of creditor’s rights and the plan for the adjustment of the rights and interests of investors stipulated in the reorganization plan are legal and fair, and may be approved according to law. In conclusion, the application of the administrator complies with the legal provisions and is approved by the court. According to the provisions of articles 82, 84, 85 and 86 of the enterprise bankruptcy law of the people’s Republic of China, the ruling is as follows:
1、 Approve Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan (see Annex for details of reorganization plan);
2、 Terminate Shenzhen Soling Industrial Co.Ltd(002766) reorganization proceedings.
This ruling shall take effect from the date of making.
3、 Impact of Shenzhen intermediate people’s court’s ruling approving the reorganization plan
(i) Implementation of reorganization plan
After Shenzhen intermediate people’s court ruled to approve the reorganization plan, soling shares entered the implementation period of the reorganization plan, soling shares was responsible for the implementation of the reorganization plan, and the manager was responsible for supervising the implementation of the reorganization plan.
According to the creditor’s rights classification, adjustment and settlement plan of soling’s reorganization plan, the investor’s rights and interests adjustment plan and business plan, soling’s debt settlement and other acts of implementing the reorganization plan will have an impact on the company’s net assets and net profits in 2021. The specific data shall be subject to the audited financial statements.
（2） Information disclosure obligation
After Shenzhen intermediate people’s court ruled to approve the reorganization plan, soling shares entered the implementation period of the reorganization plan, and the information disclosure obligor was changed from the manager to the board of directors of soling shares.
4、 Risk tips
1. As the audited net assets of the company in 2020 are negative, the company has been warned of delisting risk. According to article 14.3.11 of the stock listing rules of Shenzhen Stock Exchange (revised 2020) (hereinafter referred to as the “Stock Listing Rules”), if the company has one of the following circumstances in 2021, the listing and trading of the company’s shares will be terminated by Shenzhen Stock Exchange: (I) the audited net profit is negative and the operating income is less than 100 million yuan, Or after retroactive restatement, the net profit of the latest fiscal year is negative and the operating income is less than 100 million yuan; （2） The audited net assets at the end of the period are negative, or the net assets at the end of the most recent fiscal year are negative after retroactive restatement; (III) the audit report with qualified opinions, unable to express opinions or negative opinions is issued in the financial and accounting report; (IV) the annual report is not disclosed within the statutory time limit, and more than half of the directors guarantee its authenticity, accuracy and completeness; （5） Although it meets the conditions specified in article 14.3.7, it fails to apply to Shenzhen stock exchange for cancellation of delisting risk warning within the specified time limit; (6) because it does not meet the conditions specified in article 14.3.7, its application for cancellation of delisting risk warning has not been examined and approved by Shenzhen Stock Exchange.
2. At present, due to the freezing of major bank accounts and the weak profitability of the company’s main business, the company’s shares have been subject to other risk warnings. Please invest rationally and pay attention to risks.
3. The court has ruled to terminate the share reorganization procedure of soling, and the company has entered the implementation stage of the reorganization plan. According to the relevant provisions of the enterprise bankruptcy law, if the reorganization plan of soling shares is not completed and the company fails to restructure, soling shares will be declared bankrupt and liquidated by the court. If the company is declared bankrupt and liquidated by the court, according to article 14.4.1 of the stock listing rules In accordance with item (6) of Article 17, the company’s shares will face the risk of delisting. 5. Documents for future reference
Civil ruling of Shenzhen intermediate people’s Court (2021) Yue 03 Po No. 599-1.
Subsequently, the company will timely perform the obligation of information disclosure in accordance with the relevant provisions and requirements of the stock listing rules. The manager and the company solemnly remind investors that China Securities News, Shanghai Securities News, securities daily and cninfo.com (www.cn. Info. Com.. CN) are the information disclosure media designated by the company, and all information of the company shall be subject to the information published in the above designated media.
It is hereby announced.
Shenzhen Soling Industrial Co.Ltd(002766) administrator December 28, 2021
