The bankruptcy reorganization draft has been approved, and the enterprise has entered the implementation period of the bankruptcy reorganization draft. After amending the shareholder register (or articles of association) and the investor achieving legal control, timely taking over and continuing to effectively utilize the assets of the reorganized enterprise and completing the takeover of the operating rights of the reorganized enterprise play an important role in repaying claims, safeguarding the rights and interests of investors, and restoring the operation of the reorganized enterprise.

By summarizing the practical experience in handling the handover of assets of reorganized enterprises in the past and the key issues faced by reorganized enterprises in later-stage audits, the team has sorted out the key points of asset handover work as follows:

I. Overall Plan for Asset Handover

After the approval of the reorganization draft, the investor shall, together with the reorganized enterprise and the administrator, establish an Asset Acceptance Committee. The members of the Asset Acceptance Committee generally include a director, several deputy directors and several committee members. It is recommended that the specific members include the person-in-charge of departments familiar with the enterprise's asset situation, such as the General Management Department, Asset Management Department, Finance Department, Technology Department, Sales Department of the reorganized enterprise group.

The investor, together with the reorganized enterprise and the administrator, shall formulate the Asset Acceptance Plan and the Asset Acceptance List in accordance with the Reorganization Investment Agreement and its annexes, the draft reorganization plan, and the asset list provided by the evaluation/audit institution, which shall be implemented by the Asset Acceptance Committee.

In general, the Asset Acceptance Plan shall include the following contents:

1. Rights and Obligations of All Parties Involved in Asset Handover.
2. Types of Assets to be Accepted: According to different forms of assets, they can be specifically divided into movable property, immovable property and documents.
3. Organization and Personnel for Asset Handover.
4. Scope, Method and Time Limit of Asset Handover: The date of signing the Asset Acceptance Plan shall be the starting date of asset handover, and the handover period shall generally not exceed three months.
5. Acceptance Criteria for Handed-over Assets: The reorganized enterprise and the administrator must ensure the passing of the handover acceptance. If the reorganized enterprise is negligent in performing or incompletely performs the handover acceptance obligations, the investor has the right to designate a third party to implement it on its behalf, and the relevant expenses shall be borne by the reorganized enterprise.
6. Bearing Method of Taxes, Fees and Other Expenses Arising from Asset Handover.

7. Consequences of Inconsistency Between Accepted Assets and Asset Acceptance List: If the actually handed-over assets are inconsistent with the assets listed in the Asset Acceptance List in terms of nature, function or quantity due to the reasons of the reorganized enterprise, the investor may require the reorganized enterprise to return a part of the investment funds corresponding to the value of the actually accepted assets.

II. Key Points of Asset Handover Work

1. Acceptance Teams

The Asset Acceptance Committee shall consist of several acceptance teams. The project teams are divided according to the types of assets to be handed over, and the members of the teams are composed of personnel from the investor's side and the reorganized enterprise's side:

• Personnel from the Investor's Side: Acceptance personnel shall formulate specific handover lists and handover plans according to the main types of assets accepted by the team, and accept all assets to be handed over under the corresponding asset types of the team.
• Personnel from the Reorganized Enterprise's Side: Handover personnel are responsible for the handover of assets.

2. Seals

Both parties to the handover must fill in the Seal Handover Form made by the acceptance personnel in the team. Personnel from both parties shall affix the seal impression before handover on the handover form on the spot. The seal shall be handed over to the acceptance personnel for temporary custody. The acceptance personnel shall carve a mark on the border of the seal on the spot, and then affix the seal with the carved mark on the seal handover form, so that there is an obvious difference between the seal impressions before and after the handover. The handover personnel and the supervisor from both parties shall sign on the Seal Handover Form.

After receiving the seals, the acceptance personnel shall go to the local public security bureau to go through the procedures for changing all seals of the reorganized enterprise.

3. Accounts

The relevant teams shall include financial personnel. The acceptance personnel and the handover personnel are responsible for handling the handover of the reorganized enterprise's accounts. For the payment key, the acceptance personnel shall promptly cancel the permissions and authentication of the original personnel of the reorganized enterprise and change the password in a timely manner to ensure fund security.

4. Qualifications and Licenses

The acceptance personnel shall check one by one the licenses and qualification documents of the reorganized enterprise handed over by the handover personnel, and after confirming that the quantity is correct, the handover personnel from both parties shall sign on the handover form.

5. Movable Property

The acceptance personnel shall check and count the movable property handed over by the handover personnel one by one in accordance with the annexes to the Reorganization Investment Agreement and the asset list. In particular, they shall verify the situation of movable property used to repay claims, movable property with security interests and litigious movable property specified in the draft reorganization plan, and timely report to the Acceptance Committee and the investor.

At the same time, for the machines and equipment included in the handover scope, if they can be tested by operation, personnel from both parties shall operate the machines and equipment on the spot, and the handover personnel shall explain and train the acceptance personnel on how to use the machines and equipment; if they cannot be tested by operation, the specific conditions shall be recorded on the handover form, and the handover personnel from both parties shall sign on the handover form.

6. Immovable Property

A special Immovable Property Handover Form shall be prepared. The acceptance personnel shall conduct on-site reconnaissance of the immovable property included in the handover scope together with the handover personnel, and fill in and hand over the keys of the houses and buildings according to the reconnaissance situation, and the handover personnel from both parties shall sign on the Immovable Property Handover Form.

In the process of accepting land and houses, the acceptance personnel shall focus on:

• Land and houses used to repay claims as specified in the draft reorganization plan;
• Houses included in the shantytown renovation and expropriation scope;
• Housing reform houses without property right certificates;
• Land and houses with security interests.

And make a key report to the Acceptance Committee and the investor.

7. Documents

The acceptance personnel shall receive the documents of the reorganized enterprise by classification, mainly including:

• Personnel documents
• Enterprise establishment documents
• Corporate structure documents
• Administrative documents
• Asset documents
• Accounting books
• Contract documents
• Production, technology and engineering management documents
• Qualification and license documents
• Litigation documents, etc.

Sort them into volumes, prepare and fill in the Document Handover Form, and the handover personnel from both parties shall sign on the handover form. Documents necessary for the draft reorganization plan or for the daily operation of the reorganized enterprise may be temporarily retained by the reorganized enterprise, but copies shall be handed over after being checked by the acceptance personnel and the handover personnel against the original documents.

• ① For receiving and reviewing personnel documents, enterprise establishment documents, corporate structure documents, etc., with the assistance of the handover personnel, the acceptance personnel shall pay special attention to the personnel who are authorized to sign contracts on behalf of the reorganized enterprise in accordance with the above documents, and timely report to the investor. The investor shall promptly terminate or modify the authorization to relevant personnel by means of changing personnel relations, adjusting the corporate structure and notifying cooperative units to avoid economic losses.

• ② For claims involved in the received and reviewed contract documents and litigation documents that have not been declared, the acceptance personnel shall promptly report to the reorganized enterprise and the investor, and make preparations for repaying the undeclared claims after the implementation of the reorganization plan.

III. Time Issues Concerning Handover and Acceptance