General process and time of pre-conversion

In March, 2020, Company A was unable to pay off its debts due, and its assets were not enough to pay off all its debts, so it obviously lacked solvency, and filed a reorganization application with Court A (hereinafter referred to as the "Court").

According to the requirements of the court and with the consent of Company A, it is planned to pre-reorganize Company A. Therefore, the Framework Plan for Pre-reorganization of Company A is formulated.

In view of the fact that there is no unified national law and regulation on the adjustment before the reorganization, we have formulated this plan by combining the research results and relevant experience before the reorganization and referring to the normative documents and cases before the reorganization in some areas. If this plan conflicts with the normative documents issued by the court before reorganization in the future, the normative documents issued by the court shall prevail to adjust this plan.

Part I: Basic information of Company A..

(omitted)

Part II: Work Plan before Reorganization

I. Definition of pre-reforming

The term "pre-reorganization" as mentioned in this scheme means that after the court receives the application for reorganization of Company A, before deciding whether to accept the reorganization, according to the relevant regulations and requirements of the court and with the consent of Company A, the temporary administrator selected by the court organizes debtors, investors, creditors and other interested parties on the basis of legal investigation, registration and confirmation of creditor's rights, liquidation of assets and debts, and recruitment of reorganization investors, etc., under the condition of ensuring full disclosure of information. Negotiate debt restructuring and enterprise revival to form a pre-restructuring plan, collect the opinions of creditors and other interested parties before restructuring by voting, and the court will decide whether to accept the restructuring after the pre-restructuring plan. After accepting the restructuring, it will adopt and approve the restructuring plan formed according to the pre-restructuring plan in accordance with the provisions of the Enterprise Bankruptcy Law.

Second, the purpose of pre-reform.

1. Before the reorganization, the court can truly and comprehensively understand the financial status and operation of Company A, accurately judge whether Company A has the value and possibility of reorganization, and decide whether to accept the reorganization;

2. Through pre-restructuring, Company A strives to introduce restructuring investors, and after full consultation with creditors and other stakeholders on debt restructuring and enterprise revival, it forms a pre-restructuring plan and obtains the consent of major creditors, so as to reduce the restructuring cost and improve the success rate of restructuring.

Third, the basic principles before reorganization

1. Pre-restructuring Under the guidance and supervision of the court, with the support and help of the local government, the debtor's initiative of self-management and self-rescue is brought into play, and debt restructuring is carried out through full consultation of stakeholders;

2. Respect the wishes of creditors and debtors, give full play to the leading role of bank creditors' committees in restructuring, and use market rules and commercial rules to form the best restructuring plan that maximizes the interests of all parties and is acceptable to major creditors;

3. Legal, true, accurate, complete and timely disclosure of the debtor's information, fully protecting the creditor's right to know, and providing accurate and scientific basis for restructuring negotiations and creditor's decision-making;

4. During the epidemic prevention and control, do a good job in stabilizing production, employees, creditors and society to prevent unstable events in the process before reorganization.

Fourth, start the pre-reorganization procedure.

After 1.A company applied to the court for reorganization, the court started the pre-reorganization procedure at the stage of reorganization acceptance review.

2. After the court decides to pre-reorganize Company A, it will make a case number of "pre-reorganization" or "breaking the application", make a pre-reorganization decision, appoint a temporary manager, and publish a pre-reorganization announcement on the national enterprise bankruptcy reorganization case information network. The announcement shall include the creditor's declaration of creditor's rights to the temporary administrator, and the creditor shall not apply to the court for compulsory enforcement measures against the debtor before reorganization.

3. Based on the recommendation of the debtor and its shareholders, the chairman of the creditor committee of the debtor's bank, the major creditor banks and the investors to be reorganized, it is suggested that Beijing Guantao Zhongmao Law Firm be appointed as the temporary manager of Company A before the reorganization. ..

4. The temporary administrator selects the audit and evaluation institutions that provide professional services before reorganization through open recruitment, or the court draws lots from the candidate database of professional institutions in our hospital.

Verb (abbreviation of verb) Rights and obligations of temporary administrator, debtor and creditor in reorganization preparation procedure.

(a) the responsibilities and main work of the temporary manager

1. Make a comprehensive investigation on the basic information, business operation, assets and liabilities of the debtor.

2. Register, examine and confirm the creditor's rights declared by the creditors, and prepare the creditor's rights table;

3. Notify the application executor or coordinate the enforcement court to lift the freezing and sealing up of assets such as bank accounts urgently needed by the debtor's operation, and suspend the execution procedure of the debtor's property;

4. Supervise the debtor's self-management of property and business, focusing on the performance of business contracts and capital expenditures;

5. With the professional support of audit and evaluation institutions, verify the debtor's assets, clear the debtor's debts, find out the reasons for the debtor's financial difficulties, and analyze the debtor's restructuring value and possibility;

6. Publicly recruit restructuring investors, guide and help debtors to introduce restructuring investors, and sign relevant investment agreements with restructuring investors;

7. Instruct the debtor to truthfully disclose information related to reorganization to creditors, reorganization investors and other interested parties;

8. Organize debtors and their investors, creditors, restructuring investors and other stakeholders to negotiate on debt restructuring and enterprise revival, and formulate pre-restructuring plans;

9. Convene a creditors' meeting to vote on the pre-reorganization plan; Or in other ways, solicit the opinions of creditors and other interested parties in writing on the plan before reorganization;

10. After the completion of the pre-reorganization procedure, submit the pre-reorganization work report to the court, and put forward opinions and suggestions on whether to accept the reorganization.

(2) Obligations and cooperation matters of the debtor

1. Cooperate with the administrator's investigation of the debtor and truthfully submit relevant information and materials;

2. Operating with integrity, diligently managing enterprises and properly maintaining asset safety;

3. Accept the supervision of the temporary manager, report major problems in the operation as required by the manager, and obtain the consent of the temporary manager or file with the temporary manager for important business decisions;

4. Truthfully disclose information related to reorganization to creditors, reorganization investors and other stakeholders;

5. Except for maintaining normal production and operation expenses or benefiting from the debtor's property, it shall not be used to pay off debts. Without permission, it is not allowed to provide guarantees, loans or dispose of important assets;

6. Actively negotiate with investors, creditors and potential investors on debt restructuring and enterprise revival, and make plans before restructuring;

7. Attend the creditors' meeting as nonvoting delegates, explain the business and financial status of the enterprise and the contents of the plan before reorganization, and answer the creditors' inquiries;

8. Before the reorganization, the debtor's shareholders may not transfer the debtor's equity.

9. Maintain the stability of production and operation, and do not lay off employees on the grounds of pre-reorganization.

(3) Creditors' rights and participation in reorganization affairs

1. Declare the creditor's rights to the temporary manager and review the creditor's rights table made by the temporary manager;

2. Obtain information related to debtor reorganization;

3. Attend the creditors' meeting, consider and vote on relevant matters, and elect members of the creditors' committee;

4. Participate in negotiations with debtors, investors and potential investors on debt restructuring and enterprise revival, participate in formulating pre-restructuring plans, and express voting opinions;

5. Supervise the debtor and the temporary administrator, and replace the temporary administrator through the creditors' meeting.

Time limit before intransitive verbs are recombined

1.The period before the reorganization of Company A is from the date when the court decides that Company A is reorganized to the date when the temporary manager submits the work report before the reorganization.

2. The plan sets the pre-reform period as three months. If there are justified reasons, the court may extend it for one month upon the application of the temporary administrator.