Announcement on the Recruitment of Reorganization Investors for the Bankruptcy and Reorganization Case of Just Electronic Technology (Dongguan) Co., Ltd.

Announcement on the Recruitment of Reorganization Investors for the Bankruptcy and Reorganization Case of Just Electronic Technology (Dongguan) Co., Ltd.

2Firsts is authorized by the administrator to publish
Statement:
1. This announcement is issued by the administrator of Just Electronic Technology (Dongguan) Co., Ltd. (hereinafter referred to as the "Announcer"). 2Firsts only provides an information publishing platform and does not bear any direct or indirect responsibility for the content published.
2. Please refer to the stamped version of the announcement (attached at the end of the article) for the content.
3. For any questions about the content of the announcement, please contact;
Lawyer Jin, Lawyer Guo, Tel: 0769-22322925, 17722362369;
Address: Guangdong Zhonghui Law Firm, 15th Floor, Building A, Nanxin Industry International, No. 86, Hongtu Road, Nancheng Street, Dongguan City;
Email: chindeaglr@126.com;

Bankruptcy and Reorganization Case of Just Electronic Technology (Dongguan) Co., Ltd.
Reorganization Investor Recruitment Announcement

On September 11, 2024, the Dongguan Intermediate People's Court (hereinafter referred to as the "Dongguan Intermediate Court") made the (2024) Yue 19 Bankruptcy Application No. 175 "Civil Ruling", ruling to accept the bankruptcy and reorganization application of Just Electronic Technology (Dongguan) Co., Ltd. (hereinafter referred to as the "Debtor" or "Just Dongguan Company"), and on the same day made the (2024) Yue 19 Bankruptcy No. 135 "Decision", appointing Guangdong Zhonghui Law Firm as the administrator (hereinafter referred to as the "Administrator").

In order to maximize the asset value of Just Dongguan Company, safeguard the legitimate rights and interests of creditors and debtors, and ensure that the introduction of potential investors is fair, open and just, under the supervision and guidance of the Dongguan Intermediate Court, the administrator intends to publicly recruit potential reorganization investors from the society. The relevant matters are hereby announced as follows:

I. Basic information of Just Dongguan Company

(I) Basic information

Just Dongguan Company was established on January 25, 2019. It is a limited liability company (sole proprietorship invested or controlled by a natural person) with a unified social credit code of 91441900MA52UA7E89. The domicile is Room 101, Building 1, No. 222, Changfu West Road, Qiufu Road, Dalang Town, Dongguan City, Guangdong Province, with a registered capital of RMB 13.8 million. Business scope: production, processing and sales of electronic products, hardware products, and plastic products; establishment of R&D institutions to research and develop self-produced products. (Projects that must be approved according to law can only carry out business activities after approval by relevant departments).

(II) Main assets

JUST Dongguan Company rents a factory (office) area of ​​about 6,500 square meters and a supporting dormitory area of ​​about 6,100 square meters. It was originally mainly engaged in processing for the well-known foreign e-cigarette brand JUSTFOG. During the operation period, it has renovated and built a full-scale production workshop, automated assembly line, standardized atomization workshop, laboratory, production workshop testing equipment and facilities, modern office, etc. The main assets include fixed assets, inventory, intangible assets, and external receivables/creditors, as follows:

1. Fixed assets

JUST Dongguan Company's fixed assets are mainly office equipment and machinery and equipment, among which office equipment is mainly computers and air conditioners, and machinery and equipment are mainly production lines, test cabinets, etc.

2. Inventory

JUST Dongguan Company's inventory includes raw materials, finished products (inventory goods), and work-in-progress (self-made semi-finished products). Most of them are customized customer stocking materials, and some are general battery core materials.

3. Intangible assets

JUST Dongguan Company has 22 authorized e-cigarette patents, 1 software copyright, and 2 trademarks.

4. External receivables/claims

According to the materials provided by Just Dongguan Company, it has external receivables, prepaid accounts, and other receivables and claims, among which external receivables are mainly debts owed by overseas and Hong Kong companies, some of which are in dispute.

(III) Main qualification certificates

1. "Tobacco Monopoly Production Enterprise License (Electronic Cigarette Processing Enterprise)" (issuing authority is the State Tobacco Monopoly Administration), license scope: cigarette cartridge production (export); cigarette cartridge processing (export); electronic cigarette smoking equipment production (export); electronic cigarette smoking equipment processing (export); cigarette cartridge and smoking equipment combined sales product production (export); cigarette cartridge and smoking equipment combined sales product processing (export). Validity period: from July 28, 2023 to July 31, 2025.

2. "High-tech Enterprise Certificate", approval authority: Guangdong Provincial Department of Science and Technology, Guangdong Provincial Department of Finance, State Administration of Taxation Guangdong Provincial Taxation Bureau, issuance date: December 28, 2023, valid for three years.

(IV) Evaluation and auditing

Before entering the bankruptcy reorganization procedure, Juste Dongguan Company conducted self-liquidation, and commissioned an evaluation agency to evaluate and hired an audit agency to conduct a liquidation audit.

The liquidation audit results issued by Dongguan Zhongtao Huayi Accounting Firm (General Partnership) are: As of the audit base date of June 21, 2024, Juste's assets were 88,578,888.57 yuan, liabilities were 99,490,368.75 yuan, and owners' equity was -10,911,480.18 yuan.

Dongguan Dongxin Deli Asset Real Estate Land Appraisal Co., Ltd. used the asset-based method to evaluate the market value of all shareholders' equity value of Juste Company on June 21, 2024. The evaluation conclusion is: the book value of total assets is ￥88,788,640.66 yuan, and the assessed value is ￥46,254,752.20 yuan. The book value of total liabilities is RMB 99,490,368.75, and the assessed value is RMB 99,490,368.75. The book value of net assets is RMB -10,701,728.09, and the assessed value is RMB -53,235,616.55, with an impairment of RMB 42,533,888.46 and an appreciation rate of -397.45%.

After entering the bankruptcy reorganization procedure, Jiasite Dongguan Company has not yet carried out evaluation and audit work. The above audit and evaluation data during the self-liquidation period are for reference only. Intended reorganization investors should make independent judgments and bear their own risks based on the results of their own due diligence.

(V) Other situations

After the debtor entered the self-liquidation procedure, it signed a "Temporary Site Occupancy Agreement" with Qiufulu Shareholding Economic Union of Dalang Town, Dongguan City (hereinafter referred to as "Qiufulu Union"), agreeing to rent the temporary site for 2 months for closing and liquidation purposes from July 1, 2024 to August 31, 2024. The total cost during the lease period is 480,000 yuan. It is also agreed that if the site continues to be used after the expiration of the period, the standard of site occupation fee is: based on the monthly rental base of 315,000 yuan, calculated on a daily basis.

At present, the site occupation fee from August 1, 2024 to the present has not been paid, and Qiufulu Union has declared a claim for the site occupation fee before the bankruptcy acceptance.

II. Conditions for potential investors

(I) Potential investors must be legally established and validly existing corporate legal persons or non-legal legal persons, have a high sense of social responsibility and good business reputation, have not been included in the list of abnormal business operations by the market supervision and management department, have no cases as the person subject to execution, and promise not to have a large amount of overdue and unpaid debts;

(II) Potential reorganization investors should meet the qualification requirements and conditions for investors in relevant industries under national laws, regulations and regulatory policies. The recruitment of potential investors is not limited to any industry, but those who belong to the e-cigarette production, OEM industry or upstream and downstream industries will be given priority under the same conditions;

(III) Potential reorganization investors should have sufficient financial strength to make reorganization investments and provide detailed proof of performance capabilities;

(IV) Two or more investors jointly participate in the investment, and all potential investors should meet all qualification conditions. The consortium must clearly participate as a leader, who shall be the subject of submitting materials and paying deposits, and shall promise to take concerted actions and bear joint and several liabilities. If there is an investor in the consortium who fails to pass the qualification review or withdraws from this recruitment, it shall be deemed that the consortium fails to pass the qualification review or withdraws from this recruitment.

III. Recruitment Process

(I) Recruitment Announcement

The administrator will publicly recruit potential investors in the form of announcements on the National Enterprise Bankruptcy and Reorganization Case Information Network, JD Asset Trading Platform and other information disclosure platforms, as well as the public account of the administrator's law firm. At the same time, it has the right to select the public account of the Bankruptcy Administrator Association, the public account of the industry association, and the mainstream media of the industry to forward relevant announcements to promote the registration of potential investors of Jiasite Dongguan Company.

Potential investors can enter the homepage of the "National Enterprise Bankruptcy and Reorganization Case Information Network", search for "Jasite Electronic Technology (Dongguan) Co., Ltd.", find the announcement for the recruitment of investors for this reorganization, and download the attachments; or directly contact the administrator to obtain it.

(II) Registration

1. Registration Time

From now until 17:30 on January 5, 2025. Within the aforementioned period, if the selected potential investors complete the registration work in advance, the manager will cooperate with them to start due diligence in advance. After the deadline expires, the manager has the right to decide whether to extend the registration period depending on the circumstances.

2. Registration method

The registration method is to submit the registration materials on site or mail the registration materials. On-site or mail registration information [Contact: Lawyer Jin, Lawyer Guo, Tel: 0769-22322925, 17722362369, Address: Guangdong Zhonghui Law Firm, 15th Floor, Building A, Nanxin Industry International, No. 86, Hongtu Road, Nancheng Street, Dongguan City, Email: chindeaglr@126.com]. For mail registration, it is necessary to ensure that the registration materials are delivered to the manager for signature before the registration deadline.

3. Registration Materials

The registration materials submitted by the intended restructuring investor shall include the following:

1) "Restructuring Investor Registration Form", briefly stating the investment intention;

2) Basic information and performance of the intended investor (including the intended investor's subject qualifications, equity structure, business scope, financial strength, investment advantages, etc. If the intended investor participates in the selection, it is necessary to introduce the division of labor, rights and obligations, etc. of each other, and promise to bear joint and several liability);

3) Proof of subject qualifications: including providing a copy of the valid business license of the corporate legal person or non-legal person organization (with the official seal of the unit), the identity certificate of the legal representative or person in charge (with the official seal of the unit) (see Appendix 2) and a copy of his/her ID card (with the official seal of the unit); if submitted by an agent, in addition to the above materials, the following materials must also be submitted: Power of attorney (signed and stamped by the legal representative or person in charge) =Official seal of the company) (see Attachment 3) and the ID card/lawyer's certificate, letter and other valid certificates of the agent; if the agent is an employee of the unit, relevant certificates shall be submitted at the same time;

4) If a corporate legal person or non-legal person organization registers to participate in the registration of intended investors, a copy of the current and valid articles of association of the corporate legal person or non-legal person enterprise shall be submitted, and the internal approval procedures for the recruitment of investors and the participation in the reorganization have been fulfilled, such as the resolution of the shareholders' (general) meeting (corporate legal person) or the resolution of the competent authority (other legal persons or non-legal person organizations);

5) "Letter of Commitment" (see Attachment 4), including the commitment that the submitted materials are true and accurate, have not been included in the list of dishonest persons subject to enforcement by the People's Court, have not been included in the list of abnormal business operations of enterprises by the market supervision and management department, have no large amount of debts that have not been paid due, have the financial strength and performance ability to match the reorganization investment, and promise to accept and comply with other requirements of this recruitment announcement;

6) "Confidentiality Commitment Letter" (see Appendix 5), the intended reorganization investor must promise to strictly keep confidential the confidential information provided by the manager or Jiasite Dongguan Company during the participation in this project;

7) "Delivery Address Confirmation" (see Appendix 6), stating the contact person, contact number, email address, and mailing address;

8) Transfer vouchers and other supporting documents for the registration deposit paid in accordance with the requirements of this recruitment announcement;

9) Other relevant materials required by the manager.

[Note] The registration materials need to be in triplicate, and the official seal of the intended reorganization investor filed with the public security department should be affixed item by item, and the seal should be affixed across the seam.

The intended investor shall bind each registration material into a booklet and submit it at the request of the manager, and shall ensure that all the information provided is true, accurate and complete.

(III) Recruitment deposit and investor qualification review

1. Investors participating in the recruitment must deposit a recruitment deposit of RMB 2 million into the following manager's account before the expiration of the registration period (based on the actual arrival time of the funds), and note the purpose of the deposit when depositing the deposit: Registration deposit for the intended restructuring investor of Jiasite Dongguan Company:

Account name: Manager of Jiasite Electronic Technology (Dongguan) Co., Ltd.

Account number: 599000016589845

Opening bank: Central District Branch of Dongguan Bank Co., Ltd.

If the intended restructuring investor is a consortium, the leader shall be responsible for submitting the registration materials and paying the deposit. When the intended restructuring investor pays the registration deposit, it is necessary to ensure that the payee of the registration deposit is the same as the registration subject in the registration materials submitted by the intended restructuring investor, otherwise it is deemed that the intended restructuring investor automatically gives up the registration.

2. Qualification review: The manager will conduct a formal review of the materials submitted by the intended reorganization investor. If the registration materials submitted by the intended reorganization investor are missing or omitted and do not meet the requirements of the announcement, the intended reorganization investor must correct the materials within three days from the date of receiving the correction notice from the manager. If the correction is not made as required, it will be deemed that the registration is unsuccessful and the investor is not qualified to participate in the selection of reorganization investors.

(IV) Due Diligence

1. This recruitment announcement cannot replace the due diligence of the intended reorganization investor. The main purpose of the debtor-related information contained in the announcement is to facilitate the intended reorganization investor to initially understand the basic situation of the debtor. The manager is not responsible for the authenticity and completeness of the due diligence content disclosed in the announcement. The intended reorganization investor shall conduct due diligence on its own and bear the corresponding investment risks on its own.

2. The expenses required for the intended investor to conduct due diligence or on-site inspection shall be borne by the intended investor.

(V) Submit investment documents and add margin

1. If the intended investor determines the investment intention after due diligence, it shall submit an operational reorganization plan to the manager before January 15, 2025, and pay an additional reorganization margin of RMB 3 million (including the registration margin of RMB 5 million already paid) to the manager's account (note "Jiast Dongguan Company's intended reorganization investor pays additional reorganization margin" when transferring money). The manager may adjust the submission deadline of the reorganization plan in a timely manner according to the actual work progress of each intended reorganization investor.

2. The content of the reorganization plan shall include but is not limited to the funds/resources to be invested, debt adjustment and repayment plan, business plan, asset divestiture and disposal plan, etc., and clarify whether to continue to use the original business site, and make arrangements for the site occupation fees incurred.

3. The intended reorganization investor shall submit to the administrator within the time limit a bound reorganization plan in triplicate and a transfer voucher for the additional deposit paid. The reorganization plan shall be stamped with the intended reorganization investor's

If the official seal and interline seal filed with the public security department fail to submit the reorganization plan or pay the additional reorganization deposit on time, it will be deemed to have withdrawn from the reorganization investor recruitment process.

(VI) Selection of potential investors

1. During the recruitment period, if only one potential reorganization investor submits the registration materials that meet the requirements and has paid the deposit in full, and its reorganization plan is qualified after review by the administrator, the potential reorganization investor shall be the reorganization investor.

2. If there are more than two (including two) potential investors, the administrator will select the potential investors under the supervision and guidance of the Dongguan Intermediate Court. The specific process will be notified by the administrator separately.

(VII) Signing of the Restructuring Investment Agreement

The final restructuring investor selected and determined shall sign the Restructuring Investment Agreement within the time limit as required by the administrator. If the restructuring investor fails to sign the Restructuring Investment Agreement within the specified time, or the draft restructuring plan submitted is not voted through by the creditors' meeting or approved by the People's Court, or the restructuring plan is not implemented, delayed or lost, the ability to implement the restructuring plan, the administrator has the right to use the alternative restructuring investor as the restructuring investor according to the selection of the intended restructuring investor.

(VIII) Refund and conversion of the deposit

1. For the intended investor who fails to pass the qualification review, or gives up participating in the investment before submitting the restructuring plan, or is not finally selected as the formal investor, or the restructuring plan is not voted through/approved by the court, the administrator may apply to the administrator for the refund of the corresponding paid recruitment deposit. The administrator will refund it to the corresponding payment account without interest.

2. For the confirmed formal investor, the recruitment deposit will be converted into an equal investment performance deposit without interest. After the court decides to approve the draft reorganization plan, the investment performance bond can be converted into an equal amount of reorganization investment funds.

3. For the confirmed formal investors, if they no longer participate in the reorganization process of Just Dongguan Company due to their own reasons, fail to perform the "Reorganization Investment Agreement", lose the ability to perform, etc., which leads to the inability to advance the subsequent reorganization process of this case, resulting in the use of alternative intended reorganization investors or the re-recruitment of intended reorganization investors in this case, the manager has the right to confiscate all the bonds paid by the pre-reorganization investors (including registration bonds, reorganization bonds, performance bonds, etc.) and cancel their qualifications as reorganization investors.

IV. Special reminder

1. The relevant circumstances listed by the manager in this announcement do not constitute any commitment or guarantee to the intended investors, and are for reference only. This recruitment announcement does not constitute an offer and does not necessarily replace the due diligence of the intended investors.

2. When considering participating in the debtor's reorganization, the intended investors shall decide whether to hire professionals to conduct due diligence and issue investment opinions, etc. in addition to referring to this announcement. Potential investors shall bear the investment risks on their own and make independent judgments on potential market risks and policy change risks. Once the registration materials are submitted, it is deemed that you agree and accept all procedures and rules for the recruitment of investors for this restructuring, and agree to bear all risks.

3. This announcement is prepared by the manager, and the right of interpretation belongs to the manager. The manager has the right to decide to continue, suspend or terminate the recruitment of potential investors. If the specific implementation process and relevant conditions of the above-mentioned work need to be adjusted, the manager shall determine and adjust them as appropriate according to the actual situation, including deciding to continue, suspend or terminate, withdraw the recruitment of restructuring investors, etc., and shall not bear any liability for breach of contract.

All qualified units are welcome to actively participate in the restructuring investment of Jiast Dongguan Company!

Manager of Jiast Electronic Technology (Dongguan) Co., Ltd.

December 9, 2024