W&H Information| Announcement on Intended Investor Recruitment for Songyang County Rural 798 Cultural Development Co., Ltd

Songyang County village 798 Culture Development Co. LTD

Notice of intention to recruit investors

      The People's Court of Songyang County (hereinafter referred to as "Songyang Court") decided to accept the bankruptcy reorganization application of Songyang County Rural 798 Cultural Development Co., LTD. (hereinafter referred to as "798 Company") on September 18, 2020, and appointed Beijing Weiheng (Ningbo) Law Firm as the administrator (hereinafter referred to as "the administrator").

      Through the investigation of 798 company's assets and operating status, the manager believes that 798 company has a higher restructuring value. In order to safeguard the legitimate rights and interests of creditors and debtors in accordance with the law and realize the optimal allocation of social resources, the manager hereby announces the recruitment of intended investors in accordance with the principles of openness, fairness, justice and merit-based selection. Relevant matters are as follows:

      I. Introduction to 798 Company

      798 Company was established on May 17, 2011. The company is a limited liability company (invested or controlled by natural persons), and its domicile is No. 45 dapeng, Hetou Village, Yecun Township, Songyang County, Lishui City, Zhejiang Province. Its legal representative is Ye Xiangke, and its registered capital is RMB 60,000,000.00. The term of operation of the company is From May 17, 2011 to May 16, 2031. The company's business scope is to provide art sketching services, art training, art exhibitions and tourist attractions development and construction.

      Ii. Introduction of 798 Company's assets

      798 Company mainly develops 798 company creative Park project located in Dushan block of Songyang county, which has been suspended at the end of 2019. The company mainly invests in the construction of Zhejiang Songyang Rural Cultural And creative Park project (hereinafter referred to as "Cultural Park project"), at the southwest corner of the intersection of Huancheng South Road and Yaojin South Road. The main construction contents include international art and culture exchange center, art gallery, training center, student dormitory and ecological park.

      The Cultural Park project is divided into two phases:

      (1) Phase I project

      Land area: 33,026.28m ², land nature: recreational and sports land. Specific as follows:

      1. Above-ground part: Building no.2 (training building) covers a floor area of 12,393.57m ², Building No. 3 (Museum of Art) covers a floor area of 9,030.87m ², Building No. 4 (dormitory) covers a floor area of 7,913.2m ², Building No.5 and Building No. 6 (dormitory) covers a floor area of 12,901.52m ². 42239.16 m squared. The first phase of the project has been completed.

      2. Underground part: the basement construction area is 5,753.88m ²;

      Phase II project

      Land area: 29,351.74m ², land nature: Recreational and sports land, specifically:

      1. Above-ground part: 29,555 m², underground part: 7,101 m²;

      2. Building 7, 8, 9 and 10 in Phase II are apartments; No. 11-22, a total of 32 terraced houses. Phase II greening, road not done, ancillary works not completed, the overall project has not been completed. Although the nature of the second phase of land is recreational land, but the debtor actually carries on construction by residential.

      According to the assessment and estimation of Zhejiang Weining Asset Appraisal Co., LTD., the market value of 798 Company's recreational land real estate located in Dushan Block, Songyang County, Lishui City is RMB 357,128,800.00 on January 13, 2021.

      The serial number

      Asset classes

      The market value

      Rapid liquidity rate

      Liquidation value

      one

      The first phase of

      210846000.00

      70%

      147592200.00

      two

      The second phase

       146282800.00

      80%

      117026240.00

      A combined

      357128800.00

--

      264618440.00

      The above data are for preliminary reference only.

      Iii. Introduction of the company's debts in 1978

      As of December 5, 2020, a total of 423 creditors (excluding employees' claims) have declared 452 claims to the administrator, with a total amount of 764,225,483.09 yuan. The amount of claims is only the amount of claims declared by the creditors, which is still under review by the administrator, and the specific amount of claims shall be determined by the administrator.

      Iv. Basic conditions for intended investors

      1. Intended investors can choose strategic investment or financial investment;

      2. The enterprise shall have a complete organizational structure and enterprise management system if it is a legal person or an unlegal person organization established and validly existing under the laws of the People's Republic of China or an individual with full capacity for civil conduct;

      3. Having sufficient financial strength for restructuring and investment, and not listed in the trust-breaking list by the People's Court; No major illegal acts or suspected of major illegal acts in the recent 3 years;

      4. Audited financial statements show that the intended investor is in good financial condition and has the start-up capital or corresponding financing ability to invest in the project (the manager may require the intended investor to provide further proof of performance ability depending on the actual situation);

      5. The intended investors may also form a consortium to participate in the investment. The members of the consortium may include financial investors and strategic investors, and at least one enterprise in the consortium shall meet the above requirements. Each party of the consortium shall not participate in the recruitment of the project in its own name or in another consortium. Each member of the consortium shall specify the leading party, explain the composition of members, mode of cooperation, division of responsibilities, rights and obligations, and undertake to assume joint and several liabilities.

      5. Recruitment process

      (I) Registration stage

      1. Registration time, place and contact person

      Registration time: from now until November 3, 2021

      Registration place: West Huancheng Road, Songyang County, Zhejiang Province

      Contact person: Lawyer Weng (Tel: 15757100785)

      Email address: wengdeqiang@weihenglaw.com

      2. Application materials

      The intended investor warrants that all information provided is true, accurate and complete. Materials submitted at the time of registration, including but not limited to:

      (1) the letter of intent to participate in restructuring investment (must be signed by the legal representative and affixed with the official seal, including the basic information of investors, main business, equity structure, organizational structure, investment intention, capital strength, capital source plan, business plan, etc.; If it is a joint investor, it shall explain the roles of each subject, rights and obligations, etc., and joint investors shall bear joint and several liabilities between each other);

      (2) The company, partnership or other organizations should submit a copy of the Business License (with official seal);

      (3) Original identity certificate and copy of ID card of legal representative or person in charge;

      (4) A natural person should submit a scanned copy of his/her ID card, and the original copy should be provided for examination when registering;

      (5) If an agent is entrusted, the original letter of authorization and a copy of the id card of the agent shall be provided for examination when registering;

      (6) a copy of the current and effective articles of association of the enterprise as a legal person or non-legal person;

      (7) The audited financial reports from 2019 to 2020 and the latest financial statements of the enterprise (with the official seal of the enterprise);

      (8) Relevant financial strength proof (such as bank credit report, credit certificate and other performance ability proof);

      (9) Written documents containing the contact person, telephone number, E-mail address, fax number and mailing address.

      The above-mentioned application materials shall be affixed with official seal and signature of legal representative/person in charge; Natural person should sign his/her name.

      (II) Due diligence stage

      Intention to investors to submit application materials, preliminary examination, the administrator to meet the qualifications, the manager will inform interested investors, arrange to sign "confidentiality agreement" as shown in the attachment, and the intention to investors to special account designated by the manager (account name: songyang village culture development co., LTD. Manager, 798 bank: Zhejiang Songyang Rural Commercial Bank Co., LTD., Account number: 201000257958155) after successfully paying the intention deposit of RMB 2,000,000.00 (in words: RMB Two million only), the registration will be deemed as successful. The manager will cooperate with the prospective investors who have successfully registered to carry out relevant due diligence. The due diligence period is initially planned to be fifteen days. The expenses required by the prospective investors to carry out due diligence or field investigation shall be borne by the prospective investors themselves. For the information obtained from the manager but not publicly disclosed by the manager and 798 Company in any form, the intended investor shall abide by the confidentiality obligation, make reasonable use of the information and shall not disclose it to any third party except for internal investment analysis.

      (3) Selection, negotiation and signing stage

      The manager has the right to ask the investor to explain or explain the relevant content of the registration materials. Prospective investors who have successfully registered have the right to decide on their own whether to formally participate in the selection based on their own business judgment of 798 Company.

       1. Prior to the signing of the Investment Agreement between the Investor and the Manager, the Investor has the right to withdraw at any time. As long as the investor clearly states in writing that he/she will not participate in the project restructuring, the manager will refund the original amount of the intended fund to the Investor within five working days after receiving the written application for refund of the intended fund.

      2. The intended investors who decide to participate shall confirm in writing to the Manager and submit the preliminary investment plan within seven working days from the date of receiving the manager's shortlisting notice.

      3. The Manager will select investors through commercial negotiation or competitive selection (including public bidding, which shall be determined by the manager in the notification of shortlisting). After preliminary selection, the manager will negotiate and sign the corresponding Investment Agreement with the selected investors on the basis of the scheme submitted by the selected investors.

      4. The Investment Agreement shall enter into force subject to conditions, including approval by vote of the creditors' meeting and approval by ruling of the court.

      6. Special notes

      1. The relevant data listed in this announcement are the periodical survey or audit and evaluation data of the manager, which will change with the actual situation in the later period. They are not final data and are only for the reference of investors in restructuring, and the final data shall be subject to the confirmation by the court.

      2. The contents of this announcement shall not constitute any commitment or guarantee by the Manager, shall not be regarded as investment advice, and shall not constitute an invitation or invitation for invitation. Investors shall make their own judgment based on the results of their own due diligence and assume their own risks.

      3. The contents of this announcement shall not be subject to the Bidding Law of the People's Republic of China.

      4. The Manager reserves the right of final interpretation of the contents of this Announcement.

Songyang County village 798 Culture Development Co. LTD

The administrator

October 18, 2021