Revitalization Case: Zibo's "Swift Knife" Cuts Qi Xiang
年月日,《淄博日报》发表文章《淄博:让破产重整企业浴火重生》。文章总结了淄博全市法院自年以来,在破产重整领域取得的成就。文章认为,淄博全市法院在破产重整领域的相关数据"远超全国法院同期水平"。该报道中,重点提及了齐翔集团破产重整案。这一案件也确实挺有意思,值得一读。
When the city gate catches fire, the fish in the moat suffer.
齐翔集团,全称为"淄博齐翔石油化工集团有限公司",为淄博市化工新材料龙头企业。其旗下淄博齐翔腾达化工股份有限公司于年月日在深交所挂牌上市。
年月,雪松控股以约亿元代价收购了齐翔集团%股权,从而实现控股齐翔腾达。其时,雪松风投正劲,对外收购耗资亿元,喊出的口号是:"未来五年,雪松控股的目标是三个万亿,万亿销售额,万亿资产,万亿市值......"。
可是,口号喊出后还没到年,年,雪松"暴雷"。雪松的状况,看一看媒体相关报道的标题就能知其大概:《只产品风控全线"裸奔",亿底层资产尽数虚无,借道假央企转移百亿巨资》......按照媒体统计,雪松实业集团的负债总额,在年月末为亿元。
The equity holdings of Cedar Industrial Group in its core subsidiaries, totaling several companies, are almost entirely pledged, including that of Qixiang Group. The shares of Qixiang Group have been fully pledged by Cedar to Shandong Trust. Additionally, Cedar has used Qixiang Group as a guarantor for multiple financing activities. The shares of Qixiang Group have been subjected to multiple rounds of freezing by courts in over a dozen different provinces.
As a creditor, Shandong Trust asserted its rights with the Zibo Intermediate Court in Shandong. The court allocated Qixiang Group's shares to Shandong Trust. Considering the development of the enterprise and the fact that Shandong Trust is merely an investment company, the Zibo Municipal Committee and Municipal Government approached the robust Shandong Energy Group, hoping they would take over the operations.
山东能源集团有关负责人公开表示: "齐翔腾达在淄博市家上市公司中,连续年,它的市值是第一,收入是第一,利润第一,税收第一,出口创汇第一。五个第一,连续七年。它是一个非常优质的上市公司,而且也符合山东省委、省政府对山东能源产业方向的要求。"
Shandong Energy Group decided to invest hundreds of millions to acquire the corresponding creditor's rights of Shandong Trust against Snow松, aiming to complete the controlling stake through court enforcement procedures. However, what seemed like a straightforward process encountered issues during actual implementation. The creditor's rights involving Snow松 span multiple regions across the country, presenting significant obstacles that are difficult to overcome in the enforcement process.
———— 执行转破产,"破圈断链"成典型
理想很丰满,现实"执行难",法院该怎么办?淄博中院决定转向,走企业破产重整的路子。破产重整一大特点,就是可以集中并简化债务,以快刀斩乱麻——山东信托向淄博中院申请齐翔集团破产重整。
An interesting scene unfolded as Qixiang Group refused to accept the ruling—"We are not bankrupt." At this point, Snow Lake, the controlling shareholder of Qixiang Group, seemed to have other ideas, such as selling off Qixiang. Therefore, Qixiang Group objected to the Zibo Intermediate Court's decision to place it under bankruptcy reorganization.
The general stance of Qixiang Group is as follows: The creditor, Shandong Trust, holds shares pledged by Qixiang Group and can realize its claims by disposing of these shares, making it entirely unnecessary to demand bankruptcy reorganization from Qixiang Group. Moreover, Qixiang Group is not insolvent. Without insolvency, how can bankruptcy reorganization be ruled? As a listed company, forcibly declaring bankruptcy without meeting the conditions for bankruptcy would have negative impacts on both the enterprise and the market.
In response to the objections raised by Qixiang Group, the Zibo Intermediate Court also provided an explanation. The court's general stance is that whether Shandong Trust is qualified to apply for the bankruptcy restructuring of Qixiang Group depends on three key issues: whether the debt relationship has been established; whether the debt performance date has arrived; and whether the debtor has fully repaid the debt.
The debt relationship between Shandong Trust and Qixiang Group is clear. Since Qixiang Group failed to fulfill its repayment obligations upon maturity, Shandong Trust naturally has the right to apply for restructuring and repayment. As for whether Qixiang Group can be ruled bankrupt, the Zibo Intermediate Court also pointed out that relevant laws provide a clear interpretation for cases where book assets exceed liabilities: if the assets cannot be liquidated to repay debts or if the debts remain unpaid after enforcement by the People's Court, bankruptcy restructuring can be legally pursued.
淄博中院裁定,齐翔集团已符合不能清偿到期债务且明显缺乏清偿能力的情形,已具备破产原因。同时,"通过重整化解齐翔集团债务问题,有利于发挥其既往管理优势,维护上市公司平稳运行,符合破产立法宗旨和市场运行规律,有利于最大限度保护利害关系人合法权益,故齐翔集团具备重整可行性。"
Consequently, the court ruled that the new materials company under Shandong Energy Group, as the restructuring investor, would pay a consideration of billions to the bankruptcy administrator to acquire a % stake in Qixiang Group (according to Wind data, as of the quarterly report of the year, Shandong Energy Group New Materials Co., Ltd. held a % controlling stake in Qixiang Group, thereby obtaining a .% share in Qixiang Tengda and achieving control). Qixiang Group has completed its separation from Snow Lake.
年月日,淄博中院确认齐翔集团重整计划执行完毕后,淄博市中级人民法院民事审判第四庭副庭长李兴明是这么说的: "雪松的债务再怎么样,我们现在跟你没关系了,斩断了。我们就通过重整程序,所有因为雪松让齐翔担保而蔓延到山东的这个债务危机,我们通过重整程序我们把钱能还你的还了,从此一刀两断,保护了我们上市公司的一个安全。"
淄博中院通过执行转破产,完成了"破圈断链",以此成为教科书般的典型案例——面对复杂的债务圈、债务链,引入国资破局完成产业提升,并利用破产重整"快刀"把上市企业齐翔腾达切割出来,保障了企业的健康发展。
On [date], Qixiang Tengda announced that due to age reasons (years old), Che Chengju, the founder of Qixiang Tengda, applied to resign from his positions as general manager and non-independent director of the company. After his resignation, Che Chengju will no longer hold any positions in the company or its subsidiary companies. Qixiang has entered a new era.