Restructuring Plan of Jilin Liyuan Refinery Co., Ltd. (Draft)
Investor's equity adjustment plan
First, the necessity of adjustment of investors' rights and interests
Jilin Liyuan Refinery Co., Ltd. (hereinafter referred to as "Liyuan Refinery") has been seriously insolvent, unable to pay off due debts, and its solvency is obviously insufficient, and its financial situation is in trouble. If Liyuan Refinery goes bankrupt and liquidates, there is no remaining property for investors to distribute after the existing assets have paid off all kinds of creditor's rights. In order to save Liyuan Refinery and avoid its bankruptcy and liquidation, investors and creditors need to work together to share the cost of realizing the company's rebirth. Therefore, the Restructuring Plan (Draft) of Jilin Liyuan Refinery Co., Ltd. (hereinafter referred to as the Restructuring Plan) will adjust the rights and interests of investors in Liyuan Refinery.
II. Scope of adjustment of investors' rights and interests
According to the second paragraph of Article 85 of the Enterprise Bankruptcy Law of the People's Republic of China, if the reorganization plan involves the adjustment of investors' rights and interests, an investor group shall be set up to handle it.
Ok, vote. The investor group was registered in Shenzhen Branch of CSI on February 4, 2020.
Registered Liyuan refining shareholders and/or equity successors. If the above-mentioned shareholders and/or equity heirs change their shareholding status due to transaction or non-transaction after the Yingjie Group meeting on February 4, 2020 and before the implementation of the investor equity adjustment plan stipulated in the restructuring plan, the effectiveness of the investor equity adjustment plan stipulated in this restructuring plan shall apply to the transferee and/or heir of their shares.
Third, the way to adjust the rights and interests of investors.
1. Converting capital reserve into stocks
Based on the existing total share capital of Liyuan Refinery,12150,000 shares, the capital will be increased every 10 share.
The proportion of 19.22 shares will increase by about 2.335 billion shares. After the capital increase, the total share capital of Liyuan Refinery will be expanded to 3.55 billion shares (the exact number of shares for the final capital increase shall be subject to the number of shares actually registered and confirmed by Shenzhen Branch). The above-mentioned transferred shares are not distributed to the original shareholders, but are transferred by all shareholders free of charge, of which 800 million shares are conditionally transferred by Chongqing Qinchuan Industrial (Group) Co., Ltd. (hereinafter referred to as "Chongqing Qinchuan") and/or its designated related parties, 550 million shares are transferred by financial investors at the price of 65,438+0 yuan per share, and the remaining 985 million shares will be used to pay off debts according to the provisions of this restructuring plan.
2. Conditions for stock transfer
(1) provided 600 million yuan to pay for restructuring expenses, pay off debts, undertake inefficient assets with asset appraisal value, and supplement the company's working capital.
(2) On the basis of the company's existing technology, assist the company to upgrade its products, develop lightweight products such as power battery boxes and auto parts, and help the company enter the supply chain system of major auto manufacturers;
(3) Assist the company to introduce high-end technology development team, improve the alloy strength, and devote to the development of aviation-grade high-strength alloy products and increase the added value of products.
3. Lock-in period arrangement
In order to ensure the stability of the ownership structure after the reorganization of Liyuan Refining & Chemical Company in a certain period of time and enhance the confidence of all parties in the future development of Liyuan Refining & Chemical Company, this reorganization plan sets a lock-up period for the transfer of the equity target. Chongqing Qinchuan and/or its designated related party shall not transfer its shares of Liyuan Refined to a third party other than the related party within 36 months from the date of receiving the share transfer ticket; money
Financial investors shall not transfer their Liyuan refined shares to a third party other than related parties within 12 months from the date of receiving the share transfer ticket; Creditors and other subjects whose share certificates have been transferred may not transfer their Liyuan refined shares within 6 months from the date of transfer of the share certificates.
According to the above-mentioned investor equity adjustment plan, the absolute number of shares held by Liyuan Refined Investors will not be reduced due to this reorganization. After the reorganization is completed, the fundamentals of Liyuan Refining and Chemical will be fundamentally improved, and its sustainable operation ability and profitability will gradually recover and return to a benign development track. Liyuan refined shares held by all investors (including creditors who have converted shares) will become truly valuable assets, which will help protect the legitimate rights and interests of investors and creditors who have converted shares.
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