Professional articles China Nonferrous Metals (Shenyang) Metallurgical Machinery

Release Time:：2022-05-11    Source：    Author：admin [brief]: China Nonferrous Metals (Shenyang) Metallurgical Machinery Co., Ltd. (Shenyang Metallurgical Machinery) is a large industrial enterprise with a registered capital of 283 million yuan, an area of 580000 square meters, and more than 5000 employees. Due to the declining market demand, insufficient reserves of new products, excessive investment in new plants, heavy historical burdens, extensive management and other factors, the production and operation of Shenyang Metallurgical Machinery Co., Ltd. continued to deteriorate and suffered serious losses. In 2016, Shenyang Metallurgical Machinery was included in the list of "extremely poor enterprises" to be disposed of and treated by the state owned assets supervision and Administration Commission of the State Council. Tongfang lawyers performed relevant duties in strict accordance with the provisions of the enterprise bankruptcy law and its judicial interpretation, promoted the reorganization process in a fair and reasonable manner in accordance with laws and regulations, and carried out such work as taking over the debtor, employing audit institutions and evaluation institutions to audit and evaluate the assets of Shenyang Metallurgical machinery, registering and reviewing the creditor's rights, investigating the creditor's rights of employees, clearing up lawsuits and executing cases, collecting creditor's rights from the debtor, recruiting reorganization investors, etc, Strive to promote the success of Shenyang Metallurgical Machinery reorganization and safeguard the legitimate interests of creditors and other interested parties.
This case involves more than 600 creditors, with a total creditor's rights of more than 3.3 billion yuan and a total asset evaluation value of 590 million yuan. The enterprise is seriously insolvent. The problems left over by the history of Shenye machinery are complex, the social instability factors are prominent, and the restructuring is difficult. On the basis of listening to and absorbing the opinions and suggestions of creditors, on the premise of fully respecting the professional evaluation conclusion issued by the evaluation institution, and on the condition of comprehensive legal risk evaluation and demonstration, Tongfang lawyers drafted the draft reorganization plan in accordance with the relevant provisions of the enterprise bankruptcy law, in combination with the actual financial situation of Shenyang Metallurgical Machinery and the recruitment of investors.
Tongfang lawyers faithfully and diligently performed their duties in the reorganization, innovated the transaction structure, balanced various rights and interests, introduced investment empowerment, improved the repayment of creditor's rights, and reshaped the interest pattern of incentive integration and win-win coexistence among creditors, debtors, investors and society. After several rounds of hard negotiations and field visits, Tongfang lawyers successfully introduced restructuring investors jointly formed by well-known enterprises in the machinery manufacturing industry and a large iron and steel industry group (Fortune Global 500 enterprises in 2021) to regroup the original production factors, aiming to build an invisible champion enterprise of "single piece small batch discrete heavy manufacturing". Finally, the creditors' meeting voted to approve the reorganization plan, the court ruled to approve the reorganization plan, the investors injected 320 million yuan of cash, and 747 employees were re employed. In the first two months before the implementation of the reorganization plan, the new orders exceeded 50 million yuan, and the operation of Shenyang Metallurgical Machinery was in good condition.
[main influence and innovation points of the case]: 1. The case is faced with many problems and dilemmas, such as "large debt amount", "heavy asset attribute", "poor industry prospect", and "large number of employees". Through the creative work of lawyers, it successfully introduces well-known enterprises and financial investors in the industry, integrates the logic of the market, the power of capital, the love of the law, the human feelings, and the wisdom of business, and works with the legal professional community, Use specific cases to help the revitalization of Northeast China.
2. According to the requirements of "marketization" and "legalization", the reorganization will improve the situation of creditors as a whole, enhance the interests of creditors, pay attention to the current market value and future development space of debtors, pay attention to the introduction of incremental resources to activate the stock assets, introduce well-known investors, and jointly create the coexistence and collaborative realization of multiple interests.
3. Innovative arrangement of socialized management of retired employees. The civil trust system was introduced in a pioneering way to protect the interests of the employee groups. The expenses involved include: the resettlement expenses for retired employees; The expenses such as out of plan pension, heating expenses, veterans' medical assistance, large-scale medical insurance, and one-child expenses for retired employees in the three-year transition period from 2021 to 2023; Socialization expenses of retired employees from 2024 to 2025; The cost of streamlining personnel in the 1960s; Expenses for retired veteran cadres of survivors under special circumstances; The expenses for historical problems such as retirement and old work-related injuries are protected during the reorganization.
4. Address people's concerns. The two-year heating expenses owed by Shenyang Metallurgical machinery to all employees totaled 11.4 million yuan. Although it is impossible to specify the scope of employee creditor's rights by law, the heating expenses are obviously specific expenses in the cold regions of the north and belong to policy employee welfare. Shenyang Metallurgical Machinery has not completed the monetization reform of changing "hidden subsidy" to "explicit subsidy". How to deal with the arrears of heating fees is related to the overall stability of the reorganization process. In order to ensure the smooth progress of the reorganization, Tongfang's lawyer believes that the arrears of heating fees should be treated with reference to the creditor's rights of employees, and all of them should be paid off in the reorganization.
5. Establish a shareholding platform. Relying on the limited partnership system and referring to the financing practices of start-ups, limited cooperation was established as the shareholder in the implementation of "debt to equity swap", in which the creditor was LP and the investor was GP, which greatly enhanced the cooperation intention and control ability of investors and accelerated the formation of cooperation intention.
6. Repair enterprise credit. Before the reorganization, the debtor defaulted on the debts of the financial institutions, had bad credit records in the people's Bank of China, and the bank refused to handle acceptance discount and other businesses, which had adverse effects on the enterprise's operation. In combination with the fact that the reorganization plan has not yet been implemented, Tongfang lawyers studied the solution to isolate the bad credit records, which is now being actively implemented.