DeHeng Advised on the Restructuring of Xingda Pharmaceutical
2019-07-05
On June 15, 2018, the People's Court of Haidian District of Beijing (hereinafter referred to as the Haidian Court) decided to accept the bankruptcy reorganization case of Beijing Xingda Pharmaceutical Research Co., Ltd. (Xingda Pharmaceutical). On October 11, 2018, Haidian Court appointed Beijing DeHeng Law Offices (hereinafter referred to as "DeHeng") and Reanda Certified Public Accountants (Special General Partnership) through open bidding as co-managers of the bankruptcy reorganization case of Xingda Pharmaceutical. DeHeng and Reanda formed a management team. On the DeHeng side, partner lawyer Fan Liya, head of the Bankruptcy & Restructuring Committee was responsible for the management and another partner Zhou Jie, another member of the Bankruptcy & Restructuring Committee, took charge of on-site affairs. The management team was officially stationed in Xingda Pharmaceutical to perform its duties according to the law on October 12, 2018.
The predecessor of Xingda Pharmaceutical was Beijing Xingda Science System Company, a collective ownership enterprise. It was renamed Beijing Xingda Pharmaceutical Research Co., Ltd. after the restructuring in 2014. Xingda Pharmaceutical obtained the national new drug certificate for Dicycloplatin (DCP) (Certificate No. H2012-0021) and another for Dicycloplatin Injection (Certificate No. H2012-0020) in May 2012 and undertook national key anti-cancer drug R&D projects.
Under the supervision and direction of Haidian Court, during the nine-month restructuring period, the restructuring managers input a large number of professionals to the project, who performed the due diligence according to law and carried out a large amount of complicated work efficiently, including taking over assets, investigating financial situation, reviewing creditors' rights, handling tax-related affairs, carrying out the convergence of procedures of enforcement cases under the jurisdiction of courts outside Haidian, responding to litigation and arbitration, formulating the restructuring plan, and coordinating the interests of creditors and shareholders.
Despite that Xingda Pharmaceutical had stopped operation and there was no external investor interested in the restructuring, the management team studied the company's current asset-liability status and overcame difficulties to come up with a constructive restructuring proposal: debt-for-equity swap for some creditors in full amount, and full cash payment for some other creditors; after the swap, the former will support the company's follow-up operation, and the original investors will retain part of their shareholders' equity and provide cooperation. After rounds of consultation and communication with original investors, major creditors and other stakeholders, through the unremitting efforts of the management team, the proposal was finally recognized by all parties involved. On March 15, 2019, the draft restructuring plan was submitted to Haidian Court as scheduled. On May 14 and July 2, the draft was approved with overwhelming support from the creditor voting group and the investor voting group. On July 2, 2019, the court approved the restructuring plan submitted by the co-managers and terminated the restructuring procedure for Xingda Pharmaceutical.
It marked a decisive victory for the restructuring of the company. From then on, the restructuring plan was formally executed. After the completion of the restructuring plan, all creditors will be paid off 100%.After getting rid of all its debts, Xingda Pharmaceutical is expected to resume its production and operation, restart national key anti-cancer drug R&D projects, and generate market and social benefits.
This was the first influential restructuring case accepted by Haidian Court with managers appointed through open bidding. The management team made useful explorations in how to carry out the debt-to-equity swap in the absence of investors, how to realize full payment of cash and equivalent equity for ordinary creditors, how to converge the procedures of the restructuring case with those of non-local execution cases, the influence of debt addition on the recognition of claims in the restructuring case, accounting and preferential treatment of land value-added tax of the debtor in restructuring process, and how to properly creditor's rights involved in the litigation and shares of debt-for-equity swap of the same creditor in the restructuring scheme. They came up with many original solutions and obtained good legal effect. Through restructuring, the creditors of Xingda Pharmaceutical were 100% paid off, and the main creditors were able to invest in Xingda Pharmaceutical by way of debt-for-equity swap. Original investors of the anti-cancer R&D project had their rights and interests protected by law. It became feasible for the company to resume the R&D project. During the restructuring period, the management team was highly recognized by the court, the creditors and the original investors for its professional services and all the work it had done.
In addition to Fan Liya and Zhou Jie, senior lawyer Feng Yuejia, lawyers Zhang Ning and Qiu Liqiang, and legal assistants Kang Shiwen and Cui Mengying on the DeHeng side offered assistance for the case. On the Reanda side, certified accountants Zuo Beiping, Zhou Xing, and Wang Xiaoyan contributed to the case. China Enterprise Appraisals Consultation Co., Ltd. was the appraisal agency of the case.
