DeHeng Lawyers Represented Creditor in the Restructuring
of an A-share Listed Company in Quanzhou, Fujian
2020-12-01
On November 4, 2020, the restructuring plan of Antong Holdings Co., Ltd. ("Antong Holdings," stock code: 600179) was approved by the Quanzhou Intermediate People's Court. This was the first reorganization case of an A-share listed company in Quanzhou, Fujian province. Commissioned by a national joint-stock commercial bank (hereinafter referred to as "the Bank"), DeHeng's Hangzhou Office appointed Managing Partners Huang Jianing and Lawyer Zhang Yi as agents to determine the Bank’s claims (over RMB 400 million) through arbitration, and participated in the whole restructuring case. Antong Holdings’ restructuring plan was approved with strong support from creditors.
Case review:
In 2017, the Bank signed a trust contract with a trust company to establish a single fund trust plan. At the same time, Antong Holdings issued a written commitment letter to the Bank, promising to make up for the shortfall in the trust benefits obtained by the Bank on the trust termination date. The trust plan was terminated in May 2019, but Antong Holdings did not fulfill its obligation to make up the difference. In June 2019, DeHeng's Hangzhou Office accepted the Bank's entrustment and appointed lawyers Huang Jianing and Zhang Yi as agents to initiate arbitration over the dispute.
In the arbitration, the focus of the dispute between the two parties was whether the makeup of the difference involved in the case was a guarantee. Antong Holdings argued that the undertaking to make up the difference was a guarantee made without the company's internal voting procedures, which violates provisions of the Company Law regarding external guarantees. DeHeng's lawyers made a solidly grounded response to the above defense, arguing that the undertaking to make up the difference was an independent responsibility. In April 2020, the arbitration tribunal ruled that the makeup for the difference in this case was independent, instead of a subordinate and supplementary guarantee, and that Antong Holdings shall bear the obligation to make up the difference.
On September 11, 2020, Quanzhou Intermediate People's Court ruled to accept the restructuring case of Antong Holdings (hereinafter referred to as "the Case") based on the application of AVIC Trust Co., Ltd. Lawyers Huang Jianing and Zhang Yi participated in the whole restructuring process as the agents of the Bank, a ordinary creditor who had the largest claims. the first creditors' meeting of the Case was convened on October 29, 2020, during which the draft restructuring plan was adopted by the majority votes. The industrial investor in the restructuring is a partnership enterprise jointly invested by a large central SOE and Quanzhou's local SOE. On November 4, 2020, Quanzhou Intermediate People's Court ruled to approve the restructuring plan of Antong Holdings and terminate the restructuring procedure. The Bank's claims were fully realized through the acceptance of Antong Holdings' seasoned equity offering, which is the first time it obtained debt repayment with shares of a listed company. The DeHeng team led by Huang Jianing provided valuable professional legal services and was highly praised and recognized by the client.
