"Jinwang Bismuth Industry" merger and reorganization Investor recruitment announcement

Hunan Jinwang Bismuth Co., Ltd., Hunan Jinwang rare Gui Pharmaceutical Co., Ltd.

Hunan Xiangyun Fine Chemical Manufacturing Co., Ltd.

Investor recruitment announcement for merger and reorganization

On July 3, 2020, the Chenzhou Intermediate people's Court ruled to accept Hunan Jinwang Bismuth Industry Co., Ltd. (referred to as "Jinwang Bismuth Industry"), Hunan Xiangyun Fine Chemical Manufacturing Co., Ltd. (referred to as "Xiangyun Chemical"), Hunan Jinwang rare and valuable Pharmaceutical Co., Ltd. (referred to as "rare Pharmaceutical") merger and restructuring, appointed Beijing Deheng Law firm as its manager.

The administrator issued a recruitment announcement on the national enterprise bankruptcy reorganization case information network on July 10, 2020, and the investment plan submitted by the investor was reviewed by the evaluation committee organized by the manager and failed. In order to promote the success of bankruptcy reorganization and safeguard the legitimate rights and interests of all creditors and debtors, the administrator, with the consent of the court, is now conducting the second round of open recruitment of investors.

I. basic situation of main assets

According to the assets of the three companies and taking into account the characteristics and relative independence of the asset business sector, the manager divides the restructured assets into the following sections:

1. Jinwang Bismuth Industry Xianxi General Factory: located in Xianxichong Village, Bailutang Town, Suxian District, Chenzhou City, with a total area of 262769.7 square feet and a construction area of 69523.73 square meters. It has 12 workshops, such as smelting, lead electrolysis, bismuth electrolysis, silver electrolysis, anode mud, silver converter and so on. Production, office, canteen dormitory and other corresponding supporting equipment. The annual capacity of concentrate can reach 100000 tons, high purity bismuth 8000 tons, silver ingots 500 tons, tellurium 300 tons and so on.

2. Xiangyun Chemical Factory: located in Chenzhou Bailutang Export processing Zone (now included in Chenzhou Free Trade Zone), it covers a total area of 15810 square feet, office building area of 2942.54 square meters, plant area of 5044.25 square meters, and has a bismuth oxide production line of 3500 tons.

3. Rare and precious pharmaceutical production base: located in the non-ferrous metal industrial park of Bailutang Town, Chenzhou City, with a total area of 57840.5 square meters, plant area of 6763.02 square meters, bismuth oxide workshop, pharmaceutical intermediate workshop, raw material medicine workshop. It won the GMP certificate on April 10, 2019. The annual production capacity of bismuth salt is 6000 tons. The main products are bismuth subnitrate and bismuth nitrate pentahydrate.

4. Overseas base: Jinwang Bismuth Industry, through its wholly-owned subsidiary Hunan Jinwang (Hong Kong) Co., Ltd. (referred to as "Jinwang Hong Kong"), acquired the OCM factory (covering an area of 30000 square meters), a veteran chemical enterprise in Valence, southern France, and established Jinwang Europe Co., Ltd., becoming the first bismuth producer in China to enter the European market, mainly engaged in the production of bismuth metal compounds. The bismuth intensive processing production base and industrial chain are extended to European and American markets, and the main products are nitrate metal melt and bismuth products.

5. Warehousing and logistics center: located in Xianxichong Village, Bailutang Town, Chenzhou City, with a total area of 33440.8 square feet and a construction area of 20205.5 square meters, including warehouses and comprehensive buildings. In 2012, it was approved by Changsha Customs to be established as "Customs Supervision Warehouse" and "Export bonded Warehouse".

6. Xiangyun apartment: located in the Bailutang Export processing Zone of Chenzhou City, with a total area of 7432.7 square feet (plus vacant land next to it) and a building area of 9683.96 square meters, it is a general logistics base for Xiangyun Chemical Industry which integrates life, leisure, catering and accommodation.

7. Jinwang headquarters: located at No. 1 Suoshi Road, Chenzhou City, the industrial land is connected with the residential land. The industrial land covers an area of 10400.7 square feet and the building area is 9463.44 square meters, which is mainly used for office and staff accommodation. The residential land covers an area of 11139.2 square meters, which has not yet been developed.

8. Fengrun smelter: located in Xujiadong Village, Xujiadong Town, Suxian District, covering an area of 7812 square feet, there are 3 factories with a total construction area of 917.98 square meters, which stopped production in 2012.

The above are the main assets of the debtor, and prospective investors can choose a single asset plate or multiple asset sectors.

II. Enterprise advantages

1. Complete bismuth production chain

Jinwang Bismuth Industry is a high-tech enterprise specializing in the utilization, research and development of waste materials and intensive processing of bismuth series products. it has self-import and export rights in the fields of non-ferrous metals, chemical industry, new superconducting materials and so on.

Xiangyun Chemical is the intensive processing base of Jinwang Bismuth Industry, with 3500 tons of bismuth oxide production line. Rare and precious pharmaceutical industry through the transformation of the original bismuth salt production line to build a series of pharmaceutical bismuth salt raw material drug production line, so that bismuth salt products from industrial grade to medical grade, bismuth industry chain extended to the pharmaceutical field, greatly improve the added value of the products.

2. It has the first independent production technology in the world.

Jinwang Bismuth Industry has the largest bismuth resource recovery base in China, and the oxygen-rich side-blown pool smelting-electrolytic refining process is the first in the world; the first bismuth industry research institute was established in 2004; independent innovation process "bismuth deep processing and bismuth-containing materials wet pretreatment line"; self-designed and completed electrolysis process technology to achieve the production of 99.99% high-purity bismuth; self-developed high-purity ultra-fine bismuth oxide occupies the world's high-end; The ultra-fine bismuth oxide project has been successfully included in the National Torch Plan project.

3. Highly close to circular economy with good economic benefits.

In addition to its characteristic bismuth industry, Jinwang Bismuth Industry has advantages in the treatment of bismuth, lead, silver, gold, sulfuric acid and mixed materials. It uses oxygen-rich double-side blowing furnace technology to deal with polymetallic materials such as gold and silver up to 100000 tons per year, reducing solid waste by more than 40, 000 tons, turning waste into treasure, and adhering to the national strategy of environmental protection.

4. Intellectual property and Honor

Jinwang Bismuth Industry has 24 invention patents, 7 utility models and 18 trademarks, while Xiangyun Chemical has 1 invention and 6 trademarks. Among them, "Jinwang" trademark and figure (bismuth ingot) won the well-known trademarks in China, and some trademarks won the famous trademarks of Hunan Province. Jinwang Bismuth Industry has won honors or titles for many years, such as the top ten key enterprises earning foreign exchange in Chenzhou City, Hunan Province, "Hunan Export famous Brand products", the top 10 private enterprises in Hunan, the top 50 non-ferrous enterprises in Hunan Province, Customs Class An enterprises, Agricultural Bank of China AAA credit enterprises and other honors or titles.

5. Unique geographical advantages

Chenzhou is rich in mineral resources and is the richest area of bismuth resources in China, known as "hometown of China's non-ferrous metals", "hometown of China's microcrystalline graphite", "capital of mineral crystals", "Hunan energy base", etc.; in addition, it is adjacent to Guangdong, Hong Kong and Macao. 19.84 square kilometers have been brought into the scope of free trade pilot zone, foreign trade has geographical advantages, Chenzhou municipal government provides all-round policy support.

III. Conditions for prospective investors

1. An effective legal person or natural person with a high sense of social responsibility and good commercial reputation;

2. Have sufficient financial strength and be able to issue corresponding credit certificates or other certificates of ability to perform the contract;

3. Have the management experience of production enterprises corresponding to the asset restructuring and a stable and efficient management team;

4. Two or more investors may jointly participate in the investment, and at least one investor in the consortium meets the requirements of the investor and is required to submit a joint investment agreement stating in writing the mode of investment, division of roles, rights and obligations, etc.;

5. If the intended investor, the controlling shareholder or the actual controller has a poor financial situation or poor credit record, the manager has the right to determine that the intended investor is not qualified to restructure the investor.

IV. Recruitment process

(1) Registration

The materials to be submitted by the investor (in duplicate):

(1) Investment application form;

(2) the certificate of subject qualification;

(3) credit certificate or performance ability certificate and description (such as bank deposit certificate, business qualification, etc.);

(4) investment, operation and management experience, advantages and supporting materials related to the same industry;

(5) other relevant materials required by the manager.

2. Each asset plate shall pay a registration deposit of 1 million yuan, and the investor shall pay no more than 2 million yuan according to the specific investment asset plate.

3. Preliminary screening: the manager has the right to determine the scope of the intended investor according to the application materials submitted by the intended investor.

(2) due diligence and submission of investment plans

1. After the intended investor and the manager sign the "intention Investment Agreement", "confidentiality Agreement" and other documents, and pay the registration deposit, the manager will cooperate with the intended investor to carry out site investigation, due diligence and other related work.

2. The intended investor shall submit the restructuring investment plan to the manager before 18:00 on November 30th, 2020.

3. On the basis of due diligence, prospective investors, combined with their own business judgment and risk assessment, decide whether or not to participate in the restructuring.

(3) submit a restructuring investment plan

1. After the due diligence of the investor, listen to the opinions of the manager on the framework of the reorganization of the investment plan, submit the "reorganization of the investment plan", and prepare and submit the bidding documents.

2. The restructuring investment plan submitted by the investor shall include, but not be limited to, the following:

(1) reorganize the category of assets;

(2) the amount of investment in the assets intended to be reorganized;

(3) the source of funds, the mode of payment, the time of payment and the guarantee of payment of the reorganized assets;

(4) the undertaking arrangement for the reorganization of assets;

(5) Business plan.

(4) identify investors for restructuring

1. The manager shall, under the supervision and guidance of the people's court, set up a committee for the selection of reorganized investors;

2. The selection committee shall select the intended investors according to the reorganization assets, investment amount, payment time, performance capacity, credit status, operation and management experience, investment plan, business plan, etc., and in combination with the restructuring needs of Jinwang Bismuth Industry, determine the formal restructuring investors and the waiting list investors or require the managers to recruit new investors.

3. The formal restructuring investor shall sign the Investment Agreement with the manager within three days of receiving the notice determined as the official investor, and pay the performance bond (the registration bond previously paid shall be converted into the performance bond) according to not less than 20% of the investment amount (non-monetary investment, the specific value standard shall be determined by the selection committee); otherwise, it shall be deemed that the investor has given up the qualification for reorganization and the registration margin manager will not return it. The manager shall prepare a draft reorganization plan in accordance with the investment agreement and submit it to the creditors' meeting for voting.

4. if he has not become a shortlisted investor or a qualified restructuring investor, withdraws from participating in the reorganization in writing, and does not violate the obligation of confidentiality, the deposit paid shall be returned to the original payment account without interest within 5 working days after the investment agreement is signed between the manager and the bid-winning restructuring investor.

5. Notes on participating in restructuring

1. The manager shall follow the principle of maximizing the value of the reorganized assets and determine the overall or segmented disposal of the restructured assets. Therefore, investors can participate in the reorganization of the whole or part of the asset plate.

2. The data, pictures and texts mentioned in this announcement are for reference only.

3. This announcement does not constitute an offer and the manager has the right to terminate the recruitment process at any time.

VI. Contact information of the manager

1. Contact: Zeng Mu (18670309139), Chen Haibo (13907311017)

2. Contact address: No. 1 Suoshi Road, Suoxian District, Chenzhou City, Hunan Province (Hunan Jinwang Bismuth Industry Co., Ltd.), manager email: zengmu@dehenglaw.com.

It is hereby announced!

Manager of Hunan Jinwang Bismuth Industry Co., Ltd.

Manager of Hunan Jinwang rare Precious Pharmaceutical Co., Ltd.

Manager of Hunan Xiangyun Fine Chemical Manufacturing Co., Ltd.

September 29, 2020