The Supreme Law "Opinions" was released, and Dalian's century -old city urgently needed to go bankrupt and reorganized for new students

With the release of the Supreme Law "Opinions", including a series of bankruptcy reorganizations, including the recently attracted attention of Dalian Centennial City's application for bankruptcy reorganization, is expected to usher in a new turnaround.

On July 25, 2022, the Supreme People's Court issued the "Opinions of the Supreme People's Court on Providing Judicial Services and Guarantee for Speeding Judicial Services and Guarantee for Accelerating the Construction of the National Unified Market" (hereinafter referred to as the "Opinions"). The "Opinions" clearly states that the procedures for bankruptcy and reorganization and bankruptcy reconciliation for enterprises with value rescue value; at the same time, the "Opinions" also proposes to optimize the business environmental judicial security mechanism, increase the publicity of the judicial security work of business environment, boost boosting Investment confidence in operators.

From the perspective of the legal community, the release of the above -mentioned "Opinions" of the Supreme Law has created a good opportunity for the smooth advancement of the long -established bankruptcy reorganization cases in various parts of the country, and also for these bankruptcy reorganizations that have been difficult to promote. The case creates a better judicial security environment.

This means that a series of bankruptcy reorganizations, including the recently watched Dalian Centennial City's application for bankruptcy reorganization, are expected to usher in a new turnaround. The industry also generally expects that local governments are actively implementing policy calls, optimizing the business environment, and boosting investor confidence.

Dalian Centennial City's Disroception of Debt and Double Operations

As a 70%of the controlling shareholders who held 70%of the controlling shareholders in Dalian, the huge amount of funds invested 5.58 billion yuan in Dalian's century after three years, the Dalian real estate company is currently in a debt and business crisis and cannot break free of the quagmire.

Dalian Centennial City was founded in 1996 and was founded by Zhejiang businessmen Wu Yun. It is engaged in real estate development and operation. It has a hundred -year -old city shopping center, century -old harbor Altles, Wenzhou City Commodity Trading Center and other assets. In 2018, Dalian Centennial City was overdue due to nearly 6 billion debt in the owed financial institutions. Wu Yun was listed as "Lao Lai" by the court, and the company walked to the edge of bankruptcy liquidation.

Beginning in 2019, Jiangxin Industrial, the industrial investment platform that has been established for one year, "blood transfusion" of 5.58 billion yuan (including 2 billion yuan of shareholders' loans) in Dalian Centennial City continuously pulled Dalian Centennial City from the debt crisis in the quagmire of the debt crisis. come out. Zhijiangxin Industrial has also become the controlling shareholder (70%of the shares) and the largest creditors of Dalian Centennial City.

However, since then, Dalian Centennial City is still controlled by Wu Yun, a small shareholder, and the news that the executives of the controlling shareholders are difficult to perform their duties normally were disclosed in the media. Zhijiangxin Industrial Fang told the interface news that it would be difficult for them to achieve effective and positive impacts on corporate governance and operations, resulting in the company's operating conditions difficult to improve, and once again fell into a debt crisis.

According to the data previously disclosed by the media, the short -term liabilities expired in Dalian's century over the year have reached 5.5 billion yuan. Analysts believe that if there is no management and capital dual blood transfusion, Dalian Centennial City is a crisis of difficulty.

At present, the borrowing of 2 billion yuan of shareholders provided by Dalian Centennial City has also expired, and Dalian Centennial City is unable to repay.

Tianyancha's follow -up information shows that Dalian Centennial City has been sued by a number of creditors for its income debt, and it has been sued by a number of creditors. The debt of 1.5 billion yuan is in the stage of execution of the court. All its assets and bank accounts have been seized by the court. At the same time, Dalian Centennial City also owed national taxes, fines and late funds of more than 90 million yuan.

What is more noticeable is that at present, the cash flow of Dalian Centennial City has been unable to continue to bear employee wages and debt interest. A financial data obtained by the interface news shows that in January of this year, the cash inflow of Dalian Centennial City was only 18.7 million yuan, which was not enough to pay its debt interest of 24.01 million yuan per month, and it was not enough to pay for their employees of 14.12 million yuan per month. salary.

Another data obtained by the interface news shows that in 2020 and 2021, the property rental income of Dalian Centennial City was only 205 million yuan and 186 million yuan, respectively. -5.5%of the level is far away.

This data also shows that the centennial city mall of Dalian Centennial City and Outlets last year's EBITDA (pre -sales profit) of last year was only about 72.9 million yuan. , Commercial projects of the same type are generally above 5%.

According to the "Shenyang Daily" report, Dalian's centennial cities in recent years have only 70%of the store rental rates, and their rent and property fee collection rate is only 75%, which is significantly lower than other shopping malls in the same area. The rent rate and rent of the Basic Hundred Years of City Stores have also declined year by year.

All signs show that Dalian's century -old city is currently facing a huge risk of closing closure.

Bankruptcy and reorganization or the best way out

In order to safeguard the interests of creditors, merchants, and company employees, Zhijiangxin Industry submitted an application for bankruptcy and reorganizing Dalian Centennial City in 2021 to the Dalian Intermediate People's Court (hereinafter referred to as Dalian Intermediate People's Court). The debt of the period is obviously lacking, but the Dalian Intermediate People's Court has not paid a case.

Subsequently, Zhijiangxin Industry appealed to the Liaoning Provincial Higher People's Court. Zhijiangxin Industry believes that Dalian Centennial Cities have been unable to claim debts due. According to the "Bankruptcy Law of the People's Republic of China", it has legitimacy and necessary for its bankruptcy and reorganization.

The "Enterprise of the People's Republic of China" (hereinafter referred to as the "Bankruptcy Law") stipulates that corporate legal persons cannot claim the debt due, and assets are not enough to pay all debts or have obvious lack of claim capacity shall clean up the debt in accordance with the provisions of this Law. The "Bankruptcy Law" also clearly states that if the corporate legal person has the provisions of the previous paragraph, or if it is possible to obviously lose the ability to settle, it can be reorganized in accordance with the provisions of this Law. The debtor cannot settle the debt due, and the creditors can apply to the people's court to apply for reorganization or bankruptcy liquidation to the people's court.

A company's bankruptcy and reorganization expert also believes that the current business status of Dalian Centennial City has reached the point where it needs to be accelerated. Not only is there less cash on the account, but it is facing difficulties in continuous operation. If a large amount of debt that cannot be resolved properly, it will also make the company enter a more difficult situation.

The person further believes that if it is allowed to develop, Dalian Centennial City will probably go to bankruptcy and liquidation. This is an unacceptable fact for all employees, merchants, investors, and creditors of the century -old city.

Interface News learned that Zhijiangxin Industrial has organized authoritative experts and scholars in the field of domestic bankruptcy law to discuss this case. From the past and the current court's implementation of the effective debt judgment of the century -old city and the assessment of on -the -way litigation, "The century -old city is actually in fact It has the cause of the bankruptcy of the "unable to settle the expiration debt 'and' obvious lack of clear compensation '. It has reorganization and feasibility, and there is no" Minutes of the National Court of Court Bankruptcy Judgment Work Conference ". Situation ', in line with the conditions for acceptance stipulated in the law. "

Ren Yimin, president of the Zhejiang Bankruptcy Management Association and deputy director of the Research Center of the Shanghai Jiaotong University Bankruptcy Protection Law, said in an interview with the Zhejiang Legal System in July this year that if a company does have insufficient cash flow, it cannot pay due debts, and there are assets It is a relatively effective way to not debt, or obviously lacks the ability to settle but the enterprise has certain reorganizations.

"Reorganization is indeed a legitimate path to try to try out the dilemma of financial difficulties." Ren Yimin said.

Relevant analysts reminded that the operating conditions of the century -old mall have reached the point where the bankruptcy and reorganization needs to be accelerated. At present, Dalian Centennial City not only has a small cash flow on the account, but also faces difficulties in continuous operation. If a large amount of debt issues that are carrying cannot be properly resolved, it will be allowed to develop. For creditors, they are all unacceptable facts.

The person said that in all aspects of the market, in terms of finance, management, or legal, bankruptcy and reorganization will be the best way for the current century city.

In addition, Zhijiang New Industry also emphasized that at present, the main projects under Dalian Centennial City are Dalian Centennial Mall Shopping Center, Dalian Outlets, Amber Bay Real Estate, Centennial Hui Real Estate, Dalian Wenzhou City, Shenyang Wenzhou City, etc. Although these commercial projects are facing operational difficulties, they still have certain asset value.

At the same time, Zhijiangxin Industry believes that although Dalian's century -old city's book is not funded, its core assets are mainly commercial and tourism real estate, and many of them are "small property rights", which is extremely difficult to deal with realization.

The above -mentioned bankruptcy reorganization experts pointed out that the current operation and asset status of Dalian Centennial City shows that it is still a "saving value" enterprise. And this is exactly what the Supreme People's Court introduced in July this year's opinion on providing judicial services and guarantee for accelerating the construction of a national unified market. " The above -mentioned "Opinions" clearly stated that it is actively applying for enterprises with salvation to actively apply bankruptcy reorganization and bankruptcy and reconciliation procedures.

A bankruptcy lawyer believes that the Opinions have a lot of positive significance to revitalize the century -old cities and recover the self -cultivation and sustainable operation capabilities through the way to reorganize the introduction of new investors and new management.

In the case of failure to fail in the early stage, Zhijiang Company had to apply to the court for bankruptcy and reorganization to the court as the largest creditor. In order to enhance the possibility of reorganization, Zhijiang Xinye said that he was willing to reorganize investors as one of the intentions, actively saved the century -old mall through bankruptcy and reorganization, and made final efforts.

Zhijiang Xinye also emphasized in the application form that the Dalian Centennial Mall has reorganization and feasibility, and the major shareholders of the investors who intend to reorganize investors Yintai Group has been deeply cultivated in the field of commercial retail and commercial real estate for more than 20 years. The professional operation management team and experience helped the century -old city return to the right track.

Why are there differences between the big and small shareholders?

Earlier, there were media reports that since Zhijiangxin Industrial has invested 5.58 billion yuan in 2019 and has become the controlling shareholder of Dalian Centennial City for three years, it has never implemented any substantial control of the century -old city.

It is reported that although Jiangxin Industrial, which is the constitution of Dalian Centennial City Company, has the right to appoint two directors to Dalian Centennial City, as an absolute controlling shareholder, and has the right to nominate the CEO and CFO. But in fact, under the behind -the -scenes manipulation of Wu Yun, a small shareholder, the directors and executives of the Jiang Department have been in a state of being completely overhead and cannot be effectively involved in company management and decision -making.

On May 7 this year, there were more media reports that the new general manager of the vice chairman, director and board of directors of Zhijiang New Industry sent to Dalian Centennial City was rejected by small shareholders and could not enter the company's normal performance of their duties. Essence Relevant persons in Zhijiang Xinye said to the interface news that these residents are still unable to enter the company to perform their duties normally in Dalian. They can only run between various departments in Dalian every day to actively "defend their rights" in order to enter the century -old city.

According to interface news, Zhijiangxin Industry and the local government of Dalian have repeatedly negotiated, hoping that the government has come forward to promote the executives of the Jiangxin Industrial in the Jiangxin Industrial in Dalian to perform their duties normally. But as of now, substantive progress has been made.

"Under the chaotic corporate governance and management system, if you do not take back the control of the century city, the century -old city will inevitably move towards bankruptcy and liquidation. Zhijiang is unacceptable. "Some people familiar with the matter analyzed.

According to Jiangxin Industry, in response to the bankruptcy reorganization plan he proposed, small shareholders have been strongly opposed and constantly set up resistance, and it has been difficult for both parties to reach a consensus.

Why do small shareholders obstruct bankruptcy and reorganization?

The reason behind it may not be complicated. “如果百年城破产重整顺利，小股东将会失去对公司的控制权，这对于小股东而言，不仅其现实的经济利益将受损，”一位知情人士说：“更关键的是， In the past three years, the company's financial conditions have continued to deteriorate in the past three years, and there may still be violations of laws and regulations. It is difficult for small shareholders to bear the risk of losing control over the century -old city. "

According to the "Bankruptcy Law", once the company enters the bankruptcy and reorganization procedures, the court will forcibly take over the Centennial City from designated bankruptcy managers and collect potential investors to reorganize them with new debt. In this way, small shareholders will lose their control over the century -old city.

Zhijiang Xinye also believes that the reason why Dalian's century -old city reappears the crisis, in addition to the epidemic factors, there are other factors that are more noteworthy. According to the inventory, many suppliers, merchants, etc. in Dalian Centennial City have many "Wu" surnames. Therefore, the outside world generally believes that there are suspected affiliated transactions and interest transportation in the company.

How to break and test the business environment

Interface News also noticed in an interview that many people's understanding of bankruptcy reorganization and bankruptcy liquidation still blurred. Many people are worried that the bankruptcy and reorganization of Dalian Centennial City will not only seriously infringe the interests of creditors, but also affect the employment problems of thousands of employees. At the same time, it will also cause a large number of businesses and tenants in the century city to suffer.

This obviously confuses the two concepts of bankruptcy and reorganization and bankruptcy liquidation. In this regard, an unwilling company bankruptcy and reorganization expert explained that bankruptcy and reorganization and bankruptcy liquidation are actually two completely different concepts. The purpose of restoring the continuous operation capabilities of the century -old city is by no means forced liquidation to liquidate the assets of the century -old city, cancel its legal person, and then affect the employment of employees and the normal operation of merchants.

The above -mentioned company bankruptcy reorganization experts pointed out that Dalian Centennial City is just a microcosm of the difficulties of bankruptcy and reorganization in the country. After the Supreme Law's "Opinions" landed, many companies in the country will become direct beneficiaries. "This is of important guiding significance for accelerating the construction of a unified unified market in the country, building a new development pattern, and promoting high -quality development."

Therefore, for the current century -old city, non -breaking the reason should become a consistent consensus of the stakeholders.

"The small shareholders of Dalian Centennial City should change their thinking methods in a timely manner, starting from maintaining a good local business environment, resolving contradictions, and actively promoting the resolution of problems." The company's bankruptcy reorganization expert said.

Experts also suggested that from the level of optimizing the local business environment, local governments should actively guide the bankruptcy and reorganization of Dalian Centennial City on the one hand, and on the other hand, they should also urge the century -old cities to regulate corporate governance and introduce professional management teams to allow century The city realizes the cocoon into a butterfly, and has made due contributions to the local economic development of Dalian

The relevant person in charge of Zhijiang Xinye said that in accordance with the requirements of the Supreme Law "Opinions", the bankruptcy and reorganization of Dalian Centennial City is actively and stable, which is of great significance to optimize and repair local investment and business environment. The results of the second trial judgment of the first case of bankruptcy and reorganization of the century city will also have strong iconic significance.

Interface News will continue to pay attention to the progress of the case.

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