I. Necessity of Adjusting Investor Rights
Zhejiang Bangjie Holding Group Co., Ltd. (hereinafter referred to as "Bangjie" or "the Company") is unable to repay its due debts and is severely insolvent. If Bangjie undergoes bankruptcy liquidation, there will be no remaining assets to distribute to investors after settling various debts, resulting in zero investor rights. To save Bangjie and avoid bankruptcy liquidation, both investors and creditors must work together to share the costs of the company's rebirth. Therefore, this draft restructuring plan proposes adjustments to the rights of Bangjie's investors.
II. Composition of the Investor Group
According to Article 85, Paragraph 2 of the Enterprise Bankruptcy Law, if the restructuring plan involves adjustments to investor rights, an investor group must be established to vote on the matter. The investor group consists of shareholders registered with the Shenzhen branch of China Securities Depository and Clearing Corporation Limited as of the date of the announcement of the investor group meeting. If there are changes in shareholding due to trading or non-trading reasons after the share registration date until the implementation of the investor rights adjustment plan, the effectiveness of the adjustment plan will extend to the transferees and/or successors of the shares.
III. Content of the Investor Rights Adjustment
(1) Capital Reserve Fund Conversion to Shares
Bangjie will implement a capital reserve fund conversion to shares based on the total share capital after excluding the number of shares repurchased as of the date approved by the Intermediate People's Court of Jinhua, Zhejiang Province (hereinafter referred to as "Jinhua Intermediate Court"), at a ratio of approximately 14.45267627 shares for every 10 shares, totaling approximately 650,000,000 shares. Based on the total share capital of 449,743,693 shares after excluding repurchased shares as of March 31, 2026, the total share capital of Bangjie will be 1,099,743,693 shares after the conversion (the final number of shares converted will be subject to the actual registration confirmed by the Shenzhen branch of China Securities Depository). The newly converted shares will not be distributed to existing shareholders, with 80,000,000 shares allocated to creditors for debt repayment, and the remaining shares will be fully acquired by restructuring investors. The cash consideration paid by restructuring investors for the acquired shares will primarily be used to settle bankruptcy costs, common benefit debts, and various claims specified in this draft restructuring plan, as well as to supplement Bangjie's operational cash flow post-restructuring.