Zhitong Finance App News, China's Beidahuang (00039) issued an announcement. The board of directors proposed the implementation of the proposed restructuring, involving subscription matters; and creditor plans. The terms include: planned share issuance; sale matters; and cancellation of creditors' claims against the company.

On January 25, 2024, the company and the investor (Zhongtai (Hong Kong) Limited) entered into a restructuring agreement for the investor to conditionally subscribe for 850 million shares. The total subscription price is HK$85 million, which is equivalent to a subscription price of HK$0.10 per share. After allocating and issuing subscribed shares to investors, the subscribed shares shall together account for approximately 11.24% of the expanded issued share capital.

A creditor plan involves: the issuance of planned shares (according to which the company will allocate and issue plan shares to plan creditors, or in the case of any plan creditor that has effectively chosen to receive cash in lieu of the plan shares it was originally entitled to receive under the creditor's plan, allotted and issued plan shares to the planning company as the beneficiary); and sales matters (according to which the plan subsidiary's interests will be sold to the planning company).

A planning meeting was convened and held on November 20, 2023. At the meeting, the creditor plan was approved by most of the required plan creditors. At the approval hearing held on November 29, 2023, the creditor plan was approved by the High Court (no amendments).

According to the creditors' plan and its terms and conditions, plan creditors will be entitled to cash dividends as a condition of exchange for creditors to release their respective claims against the company, while plan creditors who have not chosen to receive cash in lieu of plan shares will be entitled to receive plan shares to fully and finally settle their respective admitted claims.

Cash dividends will include, after payment of any priority claims and plan costs, up to a maximum of HK$45 million of the initial cash payment as part of the subscription proceeds, and any cash proceeds from the sale of plan shares (if applicable); proceeds from the sale of the rights of plan subsidiaries; and any proceeds from the liquidation company's claims or claims against Mr. Jiang Jianjun in respect of loss or damage to the assets of the company and/or group. Such proceeds will be transferred to the plan company on the effective date or at a later date as may be determined by the plan administrator in accordance with the terms of the creditor's plan.

According to the planned share issuance, 378 million shares (representing approximately 5.00% of the expanded issued share capital) will be capitalized at HK$0.10 (equivalent to the subscription price) of the company's existing debt owed to plan creditors (the amount is approximately HK$37.78,000) per share. Plan shares enjoy the same rights in all respects as existing shares already issued at the time of the allocation and issuance date of the plan shares. The net price of each plan share is estimated to be approximately HK$0.10 per share after deducting incidental expenses associated with the creditor plan.

The allocation, issuance and registration of planned shares as well as licensing for listing and trading are subject to court orders, shareholders' approval at the special shareholders' meeting, and approval by the Stock Exchange. The planned issuance of shares will not be effective until the creditor plan comes into effect, and the creditor plan will not be effective until all the conditions of the creditor plan have been met.

As part of the terms of the creditor plan, the group transferred the plan subsidiary to the planning company. It is anticipated that the plan subsidiary will transfer to the planning company free of charge or at nominal cost.

The plan subsidiary is expected to transfer to the planning company on the date the creditor's plan becomes unconditional and effective or on such other date as the plan administrator may decide in accordance with the terms of the creditor's plan.

As part of the creditor's plan, the sale will only take effect after the creditor's plan comes into effect. The sale must be approved by the independent shareholders at the special shareholders' meeting before it can be carried out.