Shenzhen Soling Industrial Co.Ltd(002766)
Turnaround Plan
Shenzhen Soling Industrial Co.Ltd(002766) Manager
interpretation
Unless otherwise specified in the reorganization plan, the following words have the following meanings:
Soling shares or company means Shenzhen Soling Industrial Co.Ltd(002766)
Shenzhen intermediate people's court or court means Shenzhen intermediate people's Court of Guangdong Province
CSRC refers to the China Securities Regulatory Commission
Enterprise Bankruptcy Law refers to the enterprise bankruptcy law of the people's Republic of China
Judicial interpretation III refers to the provisions of the Supreme People's Court on Several Issues concerning the application of the enterprise bankruptcy law of the people's Republic of China (III)
The provisions on remuneration refers to the provisions of the Supreme People's Court on determining the remuneration of managers in the trial of enterprise bankruptcy cases
The manager refers to the temporary manager and the manager of soling shares designated by Shenzhen intermediate people's court during the pre reorganization of soling shares
Reorganization plan refers to Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan. Reorganization plan refers to Shenzhen Soling Industrial Co.Ltd(002766) reorganization plan. Creditors refer to one, part or all creditors of soling shares in accordance with Article 44 of the enterprise bankruptcy law
Jianhua China refers to Jianhua building materials (China) Co., Ltd
Zhongshan lexing refers to Zhongshan lexing Enterprise Management Consulting Co., Ltd
Investors refer to the entities participating in the restructuring investment of soling shares, including Tanghe holdings and Shenzhen hi tech investment
Tanghe holdings refers to Tanghe Holdings Co., Ltd., which is the lead Party of the investor
Shenzhen hi tech investment refers to Shenzhen hi tech Investment Group Co., Ltd., which is one of the investors
Guangdong soling refers to Guangdong soling Electronic Technology Co., Ltd., which is a wholly-owned subsidiary of soling Co., Ltd
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2020)
CSDCC refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. the investor refers to the shareholder of soling shares registered in CSDCC as of December 22, 2021
Property secured creditor's right refers to the creditor's right that enjoys a security right on the specific property of soling shares in accordance with paragraph 1 (I) of Article 82 of the enterprise bankruptcy law
BOC Futian sub branch refers to Bank Of China Limited(601988) Shenzhen Futian sub branch, which is the property secured creditor of soling shares
Everbright golden Ou refers to Everbright golden Ou Asset Management Co., Ltd., which is the property secured creditor of soling shares
Employee's creditor's rights refer to the creditor's rights in accordance with paragraph 1, Article 82 of the enterprise bankruptcy law （2） Items and other relevant provisions, including the wages, medical, disability subsidies and pension expenses owed by soling shares to employees, the expenses owed for basic endowment insurance and basic medical insurance that should be transferred to employees' personal accounts, the compensation that should be paid to employees according to laws and administrative regulations, and the above expenses advanced by relevant third-party entities
Tax claim refers to the tax owed by soling shares in accordance with paragraph 1 (3) of Article 82 of the enterprise bankruptcy law
Ordinary creditor's rights refer to the ordinary creditor's rights of soling shares enjoyed by the creditor in accordance with paragraph 4, paragraph 1, Article 82 of the enterprise bankruptcy law
The creditor's rights examined and confirmed refer to the creditor's rights examined and confirmed by the manager according to law
Undeclared creditor's rights refer to the undeclared creditor's rights recorded in the book of soling shares, as well as the undeclared investor claims caused by false statements
Deferred recognition of creditor's rights refers to the creditor's rights audit institution that has been reported to the manager but has not been reviewed and recognized by the manager due to pending litigation, the need for supplementary evidence materials, creditors' objections and other reasons as of the date of submission of the reorganization plan. It refers to Asia Pacific (Group) accounting firm (special general partnership) that provides annual audit and special financial verification services for reorganization for soling shares
The appraisal institution refers to beiyashi asset appraisal firm (special general partnership) which provides asset appraisal and solvency analysis services for soling share restructuring
Financial advisor refers to Citic Securities Company Limited(600030) providing financial advisory services for soling share restructuring
Converted shares refer to the shares converted from soling's share capital reserve according to the investor's equity adjustment plan of the reorganization plan
The adoption of the reorganization plan refers to the adoption of the reorganization plan when all the voting groups of the creditors' meeting and the investors' group adopt the draft reorganization plan in accordance with paragraph 1 of Article 86 of the enterprise bankruptcy law
Approval of reorganization plan means that the reorganization plan is approved by the Shenzhen intermediate people's court in accordance with paragraph 2 of Article 86 or paragraph 3 of Article 87 of the enterprise bankruptcy law
RMB refers to RMB unless otherwise specified in the reorganization plan
preface
Soling Co., Ltd., founded on October 17, 1997, is an automobile supporting manufacturer committed to the R & D, production and sales of software and hardware products related to vehicle CID, automatic driving and vehicle networking. The shares of soling were listed on the SME Board of Shenzhen Stock Exchange on June 11, 2015, with stock code 002766. Since mid-2018, affected by national macro-control policies, economic environment and automotive electronics industry cycle, the company has encountered unprecedented difficulties in its business history for more than 20 years, falling into liquidity crisis and debt disputes, the company's bank accounts and assets have been sealed up and frozen, and its production and operation have been greatly affected. As soling shares could not pay off its due debts and obviously lacked solvency, Shenzhen intermediate people's court decided to start the pre reorganization procedure of soling shares on December 15, 2020 according to the application of creditor Jianhua China, Beijing Jindu (Shenzhen) law firm was appointed as the temporary manager during the pre reorganization of soling shares. On November 26, 2021, Shenzhen intermediate people's court ruled to accept the case of soling shares reorganization and appointed Beijing Jindu (Shenzhen) law firm as the manager.
During the pre reorganization and reorganization, the manager performs his duties under the supervision and guidance of Shenzhen intermediate people's court. On the one hand, soling shares are required to ensure the stability of production and operation and employees during the pre reorganization and reorganization; On the other hand, do a good job in various work related to pre reorganization and reorganization, including acceptance and review of creditor's rights declaration, investigation of employee's creditor's rights, property investigation, entrusting audit and evaluation institutions to carry out financial verification and asset evaluation, introduction, negotiation and negotiation of investors, demonstration and preparation of reorganization plan and reorganization plan, etc. Based on a comprehensive understanding of the overall status of soling, the manager fully listened to the opinions and suggestions of all parties, preliminarily communicated with soling, the main creditors, investors and intended investors of soling, and put forward the ideas of reorganization plan and reorganization plan. According to the reorganization plan submitted to the creditors, the manager prepares the reorganization plan in combination with the opinions and suggestions of all parties, and submits it to the creditors' meeting for deliberation and voting.
Abstract
According to the reorganization plan, if the reorganization of soling shares is implemented:
1、 The corporate nature and market subject qualification of soling Co., Ltd. remain unchanged. It is still a joint stock limited company whose shares are listed on the Shenzhen Stock Exchange.
2、 Taking the existing total share capital of soling shares as the base, the capital reserve was converted into share capital according to the proportion of 10 shares per 10 shares, with a total of 421754014 shares. After increasing, The total share capital of soling shares will increase to 843508028 shares (the exact number of shares converted into shares shall be subject to the number actually registered and confirmed by CSDCC). The aforesaid converted shares shall not be distributed to the original shareholders, of which 180000000 shares are used to introduce investors and transferred conditionally with funds provided by investors. The corresponding funds shall be used to pay restructuring expenses, pay off various debts and supplement the working capital of the company according to the provisions of the restructuring plan; the rest 241754014 shares are used to directly repay the debts of soling shares and Guangdong soling.
3、 The creditor's rights secured by property shall be paid preferentially in monetary form within the assessed value of the mortgaged and pledged property, and the part that cannot be paid preferentially shall be adjusted and paid according to the ordinary creditor's rights; The creditor's rights guaranteed by the pledge of the accounts receivable of soling shares have priority to be repaid with respect to the income from the settlement of relevant accounts receivable, and the part that fails to be repaid preferentially shall be adjusted and repaid according to the ordinary creditor's rights.
4、 The employee's creditor's rights shall be fully paid in monetary form.
5、 The amount of ordinary creditor's rights below 200000 yuan (including 200000 yuan) of each ordinary creditor shall be paid in full in monetary form; the amount of more than 200000 yuan shall be converted into 8.5 shares for every 100 yuan. According to the analysis of the financial consultant, the price of debt paying stock is 11.76 yuan / share, and the debt right of this part shall be paid in full.
6、 The subsidiaries within the scope of the consolidated statement of soling shares shall be paid after the creditor's rights against soling shares are inferior, and shall not obtain the repayment currency or shares through the reorganization of soling shares. 7、 Guangdong soling and soling shares were restructured simultaneously. The currency and shares required by Guangdong soling to pay off its debts shall be provided by soling shares with the investment funds paid by the investors and converted into shares. The creditors of Guangdong soling obtained the same level of compensation as the creditors of soling shares through the reorganization procedure of Guangdong soling. The joint creditors of soling shares and Guangdong soling have the right to choose to be repaid according to the reorganization plan of soling shares or Guangdong soling.
Text
1、 Basic information of soling
(i) Establishment and listing of the company
Soling Co., Ltd. was established on October 17, 1997, formerly known as Shenzhen soling Industrial Co., Ltd. With the approval of China Securities Regulatory Commission, the company's shares were listed on Shenzhen Stock Exchange on June 11, 2015, with securities abbreviation * ST soling and stock code 002766. The registered address of the company is 2 / F, building 19, Zhiheng Industrial Park, No. 15, Guankou 2nd Road, Anle community, Nantou street, Nanshan District, Shenzhen, and the office address is 3609, building B, financial center Shenzhen Centralcon Investment Holding Co.Ltd(000042) at the intersection of Houhai Avenue and Hyde 1st Road, Nanshan District, Shenzhen. The registration authority is Nanshan Branch of Shenzhen market supervision and Administration Bureau, and the social unified credit code is 9144030027939160xu, The registered capital is 421754014.00 yuan.
The business scope of soling Co., Ltd. includes general business items: car audio recorder (player), car CD, car VCD and car DVD (including GPS) LCD display, vehicle intelligent terminal, China's auto driving system and hardware and software, new energy vehicle charging facilities, new energy vehicle power battery, cloud computing software and hardware, and intelligent device of Internet of things. (except for items prohibited by laws, administrative regulations and decisions of the State Council)
