1. The company's bankruptcy reorganization process
(1) The bankruptcy application is accepted by the court
(2) The stage of establishing a bankruptcy administrator
(3) The stage of declaration of creditor's rights
(4) The stage of verification and confirmation of creditor's rights
(5) The organizational stage of the creditors' conference
(6) Reorganization stage
(7) The stage of supervision of the implementation of reorganization
2. Protection of existing rights and interests in bankruptcy reorganization
(1) Declare creditor's rights within the prescribed time
1. Timely declaration of creditor's rights
The creditor shall, upon receipt of the notice of declaration of creditor's rights from the court or the administrator, declare the creditor's rights to the administrator in a timely manner within the time limit determined by the court.
If the creditor fails to declare the claim within the time limit fixed by the court, it may make a supplementary declaration before the final distribution of the bankruptcy estate. Allocations that have already been made before will not be supplemented by them;The supplementary declarant shall also bear the cost of reviewing and confirming the supplementary declaration of claims;However, if the declaration is not made in time, the right to supervise, the right to object, the right to verify and other rights will be lost. Moreover, in the bankruptcy reorganization or reconciliation of an enterprise, the approval of the draft reorganization plan or the settlement agreement requires a vote by all creditors, but the supplementary declarant does not enjoy such voting rights.
2. Calculation of interest
First, the Enterprise Bankruptcy Law clearly states that the principal creditor's right shall cease to accrue interest.
Second, the Interpretation of the Supreme People's Court on the Application of the Civil Code of the People's Republic of China on the Guarantee System determines that interest accrual should also cease to accrue on rights.
Third, the interest on general debts during the period of delayed performance is recognized as ordinary creditor's rights, but it is difficult for the administrator to confirm the doubling of the debt interest. The doubling of interest during the period of delay in performance will generally be recognized as an inferior claim.
(2) Expand the scope of the bankruptcy estate
1. Actively exercise the right of recovery
Article 22 of the Judicial Interpretation (II) of the Company Law provides that if the company's assets are insufficient to pay off the debts, and the creditor claims that the shareholders who have not paid the capital contributions, as well as other shareholders or promoters at the time of the establishment of the company, are jointly and severally liable for the company's debts within the scope of the unpaid capital contributions, the people's court shall support them in accordance with the law. Article 18 of the Judicial Interpretation (III) of the Company Law provides that if a shareholder of a limited liability company transfers equity without performing or without fully performing its capital contribution obligations, and the transferee knows or should know about it, and the company requests the shareholder to perform the capital contribution obligation and the transferee bears joint and several liability for this, the people's court shall support itWhere a creditor of the company initiates a lawsuit against the shareholder in accordance with the second paragraph of Article 13 of these Provisions, and at the same time requests that the aforesaid transferee bear joint and several liability for this, the people's court shall support it. Article 17 of the Provisions of the Supreme People's Court on Several Issues Concerning the Alteration and Addition of Parties in Civil Enforcement provides that if the property of a for-profit legal person as a person subject to enforcement is insufficient to pay off the debts determined in the effective legal documents, and the applicant for enforcement applies to change or add the shareholders or investors who have not paid or have not paid the capital contribution in full, or the initiator who bears joint and several liability for the capital contribution in accordance with the provisions of the Company Law, as the person subject to enforcement, and bears responsibility in accordance with law to the extent that the capital contribution has not been paid, the people's court shall support it. Article 19 stipulates that if the assets of the company as the person subject to enforcement are insufficient to pay off the debts determined in the effective legal documents, and its shareholders transfer their equity without fulfilling their capital contribution obligations in accordance with the law, and the applicant for enforcement applies to change or add the original shareholder or the initiator who bears joint and several liability for the capital contribution in accordance with the provisions of the Company Law as the person subject to enforcement, the people's court shall support the liability within the scope of the failure to make capital contributions in accordance with the law. Relevant judicial precedents include: (2017) Anhui 02 Min Zhong No. 1645, (2021) Chuan 34 Min Zhong No. 492, (2018) Su 04 Min Zhong No. 4119, (2016) Hu 02 Min Zhong No. 10330.
Through the above laws and regulations and relevant judicial precedents, the promoters, shareholders and investors shall be jointly and severally liable for the repayment of debts within the scope of the unpaid capital contributions. If the company reduces its capital in violation of regulations, so that the creditor loses the right to require it to repay its debts or provide security before the capital reduction, the shareholder may be required to bear supplementary liabilities within the scope of the principal and interest of the unpaid capital for the failure to pay off the debts. It also actively provides clues and evidence to the administrator, so that the administrator can take reasonable measures to recover the capital contribution, and the creditors can use this to maximize the bankruptcy estate and fully protect the interests of creditors.
2. Actively exercise the right of withdrawal
Article 31 of the Enterprise Bankruptcy Law provides that within one year before the people's court accepts the bankruptcy application, the administrator has the right to request the people's court to revoke the following acts involving the debtor's property: transfer of property free of charge;Transactions are carried out in a manifestly unreasonable manner;Providing property security for debts that are not secured by property;Early repayment of undue debts;waiver of creditor's rights. For example, (2018) Su Minshen No. 4211, (2020) Shaanxi Min Zhong No. 798.
The bankruptcy administrator has the right to request the court to revoke the bankrupt's acts harmful to the interests of the creditor group during the critical period before the bankruptcy declaration. The active exercise of the right of avoidance can restore the benefits lost due to the insolvency's improper disposition and protect the opportunity for all creditors to be fairly compensated.
(3) Security claims
1. Claim rights against the guarantor
If the people's court accepts the debtor's bankruptcy case, the creditor may, after declaring the creditor's rights in the bankruptcy proceedings, file a lawsuit with the people's court to request the guarantor to bear the guarantee liability.
After the guarantor has paid off all the claims, it may be repaid in the bankruptcy proceedings on behalf of the creditor;Before the creditor's claim is fully repaid, the guarantor shall not be repaid in the bankruptcy proceedings on behalf of the creditor, but has the right to request the creditor to return the part of the total amount of repayment obtained by the creditor through bankruptcy distribution and realization of the secured claim in excess of the creditor's claim, to the extent that it bears the guarantee liability.
2. Realization of security rights
The Interpretation of the Supreme People's Court on the Application of the Civil Code of the People's Republic of China on the Guarantee System stipulates that if the content recorded in the registration of the mortgage is inconsistent with the content agreed in the mortgage contract, the content recorded in the registration shall prevail.
After the application for reorganization is accepted, the administrator or the debtor under its own management shall promptly determine whether the property of the debtor with a security interest is necessary for the reorganization. If it is considered that the collateral is not necessary for reorganization, the administrator or the debtor under its own management shall auction or sell the collateral in a timely manner, and the proceeds from the auction or sale of the collateral shall pay off the security interest's creditor's rights in priority after paying the auction or sale fees.
Therefore, for a secured creditor, if it is found that the suspension of the exercise of the security right will have a serious impact on the value of the collateral, if there is no dispute over the legal relationship of the security, it should communicate with the bankruptcy administrator in a timely manner, or request the people's court to resume the exercise of the security right, and receive priority payment for the sale price of the collateral within the scope of its security.
3. Debt repayment in kind
According to Article 25 of the Minutes of the National Court Bankruptcy Trial Work Conference, the exercise and restriction of the rights of the security right holder. In bankruptcy liquidation and bankruptcy conciliation procedures, a creditor with a security right in a specific property of the debtor may at any time claim to the administrator to exercise the right of priority for repayment in respect of the disposal of the specific property, and the administrator shall dispose of it at a timely price and shall not refuse on the grounds that it must be resolved by a creditors' meeting. By repaying debts in kind, priority repayment in kind can be realized. See the following existing reports of "Negative Risk".
20,000 words practical manual: a comprehensive interpretation of debt redemption.
4. Declaration of creditor's rights for multi-party bankruptcy
Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Enterprise Bankruptcy Law of the People's Republic of China (III) stipulate that if the debtor and the guarantor are both ruled to enter bankruptcy proceedings, the creditor has the right to declare the creditor's rights to the debtor and the guarantor respectively. If the creditor declares all the creditor's rights to the debtor and the guarantor, after being repaid from the bankruptcy proceedings of one party, it shall not adjust the amount of the creditor's rights against the other party, but the amount of repayment to the creditor shall not exceed the total amount of its creditor's rights. The guarantor no longer has the right to claim after fulfilling the guarantee obligation.
5. Requirements for the right of exclusion
A person entitled to a security right in a specific property of the bankrupt person has a priority right to be repaid for that particular property. This right is the right of exclusion. If the collateral is owned by the bankrupt enterprise, the creditor shall directly declare the creditor's rights to the administrator, stating the amount of the creditor's rights and the property security, and the creditor shall have the right to be repaid in priority for the proceeds. If the bankrupt enterprise provides security for a third party with its own property, the bankruptcy of the enterprise shall be deemed to be due to the principal debt, and the creditor shall be repaid in priority for the secured property within the scope of the guarantee. If a third party provides property security for the bankrupt enterprise, the creditor shall actively claim the security right against the above-mentioned third party while declaring the creditor's rights to the administrator.
(4) The use of debt-to-equity swaps
According to the ideas of lawyers Jia Lili and Liu Bowen in "Exploring the Issues of the Right of Recovery of the Original Creditor after the Debt-to-Equity Swap", the debt-to-equity swap in bankruptcy reorganization is only a way to distribute the debtor's property in the bankruptcy procedure, and the creditor accepts the distribution of the investor's rights and interests and extinguishes its corresponding creditor's rights. In terms of the exit mechanism, the following methods can be considered:
1. Set up the conversion of shares into preferred shares
Holders of preferred shares can obtain the right to preferential distribution of profits, and preferred shares are divided into non-redeemable preferred shares and redeemable preferred shares, of which non-redeemable preferred shares are the equity that can no longer be redeemed by the company, and the annual preferential distribution of profits can be reasonably set;Redeemable preferred shares are equity that can be redeemed by the company for a certain period of time, and can be given to the holders of preferred shares every year with a fixed annualized dividend amount or other reasonable dividends according to the set before the company redeems them. Therefore, the rights and interests of secured creditors with property can be protected by creating preferred shares, but this scheme also has certain drawbacks, that is, the rights of preferred shareholders will be restricted compared with ordinary shares, such as not being able to enjoy voting rights in the company's affairs, let alone participating in the core management of the enterprise. This scheme is suitable for creditors who only have a demand for repayment of their claims and have no demand for the controlling company, and then cooperate with certain exit means to make their claims quickly repaid. For bankrupt enterprises, choosing to convert debts into preferred equity has a practical effect on reducing the asset-liability ratio and leverage ratio of the bankrupt enterprise, and can optimize the capital structure of the enterprise and reduce the financial burden of the enterprise
2. Set up the conversion of shares into convertible bonds
Generally, after a certain period of closure from the date of completion of the issuance of convertible bonds, creditors who choose convertible bonds can freely choose to convert their convertible bonds into ordinary shares of the company** or choose to continue to maintain their original claims. Through the implementation of convertible bonds, creditors can be given a certain buffer period, making it easier for creditors to accept the scheme of convertible bonds, and at the same time, it can also optimize the capital structure of enterprises.
3. Investment opportunities in bankruptcy reorganization
(1) The use of non-performing asset trusts
Entering bankruptcy proceedings, such debtors have a large amount of debts and complex types, and often adopt the first-class reorganization model and introduce a trust plan to realize the reorganization income. There are three main types of specific modes:
1. High-quality asset stripping model
Generally, the debtor's assets are divided into two parts, one part is the core type of high-quality assets packaged, and the other part is the non-core assets with operating value, which is entrusted to a third-party institution to operate and manage, and a property right trust is established, and the creditors participating in the trust plan or their successors enjoy the right to know about the divested assets, the trust plan, and the beneficiary general meeting by introducing trust companies and asset management companies to issue trust products, and creditors participating in the trust plan or their successors enjoy the right to know about the divested assets, trust plans, and beneficiary assemblies in accordance with the law.29 Through the arrangement of trust beneficiary rights, the divestment and division of the assets of the bankrupt enterprise are more operable, which is conducive to ensuring the integrity and independence of high-quality assets, and the introduction of reorganization investors on this basis can dispel the concerns of reorganization investors, reduce the burden of reorganization investors, and make the reorganization work more successful. For example, the bankruptcy reorganization of Bogang adopts this model.
2. The mode of divestiture of assets to be disposed of
This model divides the debtor's assets into two parts: retained assets and assets to be disposed of, and for retained assets, the investors directly acquire them according to the reorganization planAssets other than retained assets are all regarded as assets to be disposed of (including but not limited to equity assets, debt assets and other assets, etc.), mainly assets with defective ownership or pending litigation, including not only existing assets, but also assets that may be recovered in the future. The assets to be disposed of will be entrusted to the trust institution to set up a trust plan with the creditors who have not been fully repaid as the beneficiaries, and realize the liquidation, confirmation and disposal of the assets to be disposed of under the trust plan, and the proceeds of disposal will be distributed to the beneficiaries after the relevant expenses are paid first. For example, the bankruptcy reorganization of Founder Group adopts this model.
3. The operation mode of merging bankruptcy trusts
This model is mainly applicable to group or merger bankruptcy reorganization cases. The specific method is to establish a trust plan with the promoter as the settlor, and inject the equity of the total shareholding platform and the receivables claims of each business segment into the trust plan as trust property. After the establishment of the trust, the trust plan realizes the actual control and management of all the underlying assets of the trust through the total shareholding platform, that is, all the assets of all subordinate companies are included in the trust plan. The underlying assets of the trust include all the assets directly held by the reorganization enterprise that can be actually controlled by the trust plan, including but not limited to equity investment assets such as the equity of various listed companies and financial institutions, physical assets such as houses, land, and projects under construction, and other assets such as accounts receivable. Except for a small part of the cash settlement and the repayment of retained debts, all the debts of each company that has been merged and bankrupt will be pooled into the promoter company and repaid with the share of the trust plan established by the promoter. After the creditor becomes the beneficiary of the trust, he or she enjoys the overall property interests of the bankrupt enterprise and can share in the operating and disposal proceeds of the relevant enterprise after the reorganization. A typical manifestation is that in the reorganization case of HNA, equity and receivables were injected by setting up a trust, giving full play to the multiple value functions of asset management, operation and debt repayment of the trust plan, gradually mitigating risks, giving full play to the operating value of the bankrupt company, and maximizing the interests of the majority of creditors.
In the case that the investor's funds are insufficient, the investor's capital can be allocated through trust tools to reduce the investor's pressure and better promote the progress of the case. The trust can also participate in other special investment models: such as a secured trust, in which the debtor transfers the ownership of assets to the trust company, and the trust company divides the assets into preferential beneficiary rights and ordinary beneficiary rights, formulates a trust plan and stipulates that the funds raised are invested in the preferential beneficiary rights certificate, and the investment method adopts asset-backed lending. In another example, if the debtor transfers the ownership of the assets to the trust company, and the trust plan stipulates that the assets will be lent to a third party to obtain rental income, and the investor invests the funds in the form of shares in the third-party company, the trust company is the prominent shareholder and the investor is the hidden shareholder.
(2) Equity investment of capital reserve to increase ** investment
In the process of bankruptcy reorganization of listed companies, the conversion of capital reserve into capital reserve is the most common way to adjust the equity of investors, and the turning point is often adjusted to strategic investors as consideration for its reorganization, or to creditors who intend to repay debts.
1. Universal provisions on the conversion and increase of capital reserves
At the legal level. According to the provisions of the Company Law of the People's Republic of China, the premium proceeds from the issuance of shares exceeding the par amount and other income from the capital reserve stipulated by the financial department shall be listed as the company's capital reserve, and the capital reserve shall not make up for the loss. According to Article 82 of the Accounting System for Business Enterprises (Cai Kuai [2000] No. 25), capital reserve items mainly include: capital (or equity) premium (i.e., the part of the capital invested by an enterprise investor that exceeds its share of registered capital);Provision for receiving donations of non-cash assets (capital reserve increased by the enterprise as a result of accepting donations of non-cash assets);Acceptance of cash donations (capital reserves increased by the enterprise as a result of receiving cash donations);Equity investment provision (when the long-term equity investment of the enterprise in the investee is accounted for by the equity method, the capital reserve increased due to the investee's acceptance of donations, etc., and the capital reserve increased by the enterprise calculated according to its shareholding ratio);Appropriation transfer (after the completion of the appropriation project that the enterprise receives from the state for technological transformation, technical research, etc., and the part that is transferred to the capital reserve according to the regulations, the enterprise shall be recorded according to the amount transferred);Foreign currency capital translation difference (the difference in capital translation due to the difference in the exchange rate used by the enterprise to accept foreign currency investment);Other capital reserves (capital reserves formed in addition to the above-mentioned capital reserves, and the amount transferred from the provision items of capital reserves.) Debts forgiven by creditors are also accounted for in this project).
At the accounting level, the capital reserve items recorded in the following sub-ledgers of the general ledger of "capital reserve" cannot be used for conversion: "provision for accepting donated assets", "provision for asset appraisal and appreciation", "provision for equity investment", "provision for acceptance of donations by the investee", "provision for appraisal and appreciation of the investee", "provision for equity investment of the investee", etc. These items are provision items in the owner's equity and are unrealized capital reserves, so they cannot be used for conversion**. The top account of the capital person recorded in the "capital (equity) premium", "transfer of other capital reserves" and "foreign currency capital conversion difference" under the general ledger of "capital reserve" is the realized capital reserve in the owner's equity, which can be transferred to increase after approval in accordance with the prescribed procedures**. Among them, the item of "transfer in of other capital reserves" refers to the amount of realized provisions transferred by the enterprise from the above-mentioned detailed accounts of capital reserve reserves.
In terms of industrial and commercial procedures, according to the regulations on the registration and administration of enterprise legal persons in China, when the paid-in capital of an enterprise increases or decreases by more than 20% compared with the original registered capital, it shall apply to the original registration authority for change of registration with the certificate of use of funds or capital verification certificate. If the registered capital is changed without authorization or the funds are withdrawn, it will be punished by the administrative department for industry and commerce. It can be seen that enterprises must go through the necessary procedures to increase their paid-in capital, including converting capital reserve into paid-in capital. First of all, a preliminary review of the historical data should be carried out to confirm whether the conditions for increasing the paid-up capital are met;Secondly, the capital increase plan will be discussed by the general meeting of shareholders, and the shareholders' meeting will resolve to agree to increase the capital and amend the registered capital in the articles of associationThird, it is necessary to issue additional ** to the society, and it must also be reported to the *** management department for approval;Fourth, if the increase in paid-in capital caused by the conversion of capital reserve into paid-in capital exceeds 20% of the original registered capital, the applicant shall first apply to the original registration authority for change of registration, and the corresponding accounting treatment can only be carried out after obtaining approval.
2. Business structure of capital reserve conversion
The advantages of the bankruptcy reorganization of listed companies in the form of capital reserve conversion and increase are mainly concentrated in three aspects: First, the administrator can publicly dispose of it and realize it to obtain funds to pay reorganization expenses, repay debts or replenish liquidity. Second, through the transfer at a discount, it can attract strategic investors to buy shares. According to incomplete statistics in the past five years, the current bankruptcy reorganization of listed companies adopts the method of converting capital reserve into share capital to attract investors, which can make the cost of strategic investors to obtain the first price on average about 46% lower than the first day before the announcement of the major consolidation plan. Third, the conversion of new shares can be used as a resource for debt repayment to repay debts to creditors to improve the repayment rate. According to incomplete statistics in the past five years, the average premium rate of debt redemption is as high as about 91%, that is, assuming that the price of the reorganization plan is 1 yuan on the day before the announcement, the average equity repayment rate of ordinary creditors is 1 in order to make the nominal repayment rate of ordinary creditors reach 100%.91 yuan. The high premium rate is directly related to the low simulated repayment rate of ordinary creditors in the bankruptcy liquidation situation. The lower the simulated liquidation rate in liquidation, the higher the premium rate of the equity-for-debt swap, and vice versa. Under the bankruptcy reorganization of listed companies, the following issues should be paid attention to when the following issues are carried out through the conversion of capital reserve into ** to lead the war or repay debts
First, it is necessary to clarify the objects of capital reserve and conversion and increase in bankruptcy reorganization. The conversion of capital reserve to increase ** can achieve the purpose of adjusting the equity of investors of listed companies through the distribution of new ** without reducing the number of original investors. If the capital reserve is not sufficient to increase **, it is necessary to replenish the capital reserve first through debt waiver, cash gifts, etc. in accordance with the provisions of the "Accounting System for Business Enterprises". Then the increase will be allocated to the reorganization investors or creditors in exchange for providing investment funds to support the reorganization costs, repay debts or supplement the company's liquidity.
The second is to pay attention to the ex-rights behavior of the capital reserve of listed companies. Ex-rights are due to the increase in the number of shares of the company, and the actual value of the enterprise (net assets per share) represented by each share of ** has decreased, and this factor needs to be removed from the **market** after the occurrence of this fact, so as to form an ex-rights behavior. According to the normal logic, the increase in capital reserve leads to an increase in the number of **, and under the condition that the liabilities and capital remain unchanged, the net assets corresponding to each share are reduced, that is, the equity corresponding to each share is diluted, so it needs to be reduced by ex-rights
If you are a financial investor, you generally only need to pay the investment consideration, and the manager will use the funds according to the purpose of the reorganization plan (generally used to pay off debts, replenish liquidity, and solve historical problems such as shareholder occupation), and then set a lock-up clause (the lock-up period is generally not less than 6 months), and in addition, there will generally be no other conditions (such as tying clauses). Specifically, if it is facing low capacity efficiency and fragmented business, it should identify the core business, separate the main and auxiliary businesses, and establish a firewall between various business segments to improve capacity efficiency and profitability. If the book assets are false and the ownership of the assets is unclear, the asset value should be consolidated, high-quality assets should be identified, property rights procedures should be improved, and redundant assets should be disposed of, so as to define the scope of restructured assets and ensure the integrity of the property rights of core assets. If you are faced with a large scale of liabilities and serious seizure of assets against pledges, you should design a debt restructuring plan (debt retention, debt-to-equity swap, etc.) based on the debt situation, measure the ability to repay debts, reduce the scale of debts, and resolve litigation and off-balance sheet liabilities. It is used to adjust the debt structure, restore a healthy balance of assets and liabilities, and alleviate the financial burden and debt repayment pressure. If you are faced with a situation where there are many mutual guarantees between related parties and a large amount of capital occupation, you should clearly restructure the entity or set up an SPV, set up a firewall between legal entities, and improve the management system and internal control system to solve the historical burden and travel lightly. If you are facing a tight cash flow situation, you should find the pain points, quickly realize some assets, and actively introduce financial investors to solve the working capital problem, so that the enterprise can quickly resume normal operations and seize the window period of market recovery. If you are faced with a heavy burden of personnel and major issues such as social stability maintenance, you should analyze the effective personnel structure and scale after the reorganization, find first-class resources and policy support, and gradually clean up the redundant personnel under the premise of maintaining stability, so as to smoothly solve the redundant problem, improve quality and efficiency, and establish and improve the corporate governance structure and human capital issues. In the face of issues such as taxes, legal compliance, available resources and preferential policy support, it is necessary to balance the interests of all parties and obtain the support of all parties, so as to smoothly promote bankruptcy reorganization and achieve exit in the future.
(3) Common benefit bond investment business
1. Constitutive elements of common benefit bonds
The first is the time element. The occurrence of common interest debts is mainly distributed during the existence of bankruptcy proceedings, that is, the period from the time after the people's court accepts the bankruptcy application to the end of the bankruptcy proceedings. According to Article 42 of the Enterprise Bankruptcy Law, the formation of common benefit debts must end on the date of the court's ruling on the termination after the people's court accepts the bankruptcy application. However, the above-mentioned range is not absolute, and in judicial practice, there are situations where the claims incurred before the acceptance of bankruptcy are recognized as common debts.
The second is the element of purpose. The common benefit debt is incurred for the common benefit of all creditors, that is, the so-called common benefit, and compared with the conventional and procedural expenses such as bankruptcy expenses, the common benefit of the common benefit debt determines that its operation is more active.
The third is the element of cause. The debtor's property and the performance of duties by the administrator and the administrator are the main reasons for occurring, such as the administrator or the debtor's request to the other party to perform the contract that has not been fulfilled by both parties, the labor remuneration to be paid for the debtor's continued business, social insurance premiums and other debts arising therefrom, all for the purpose of maintaining and increasing the value of the debtor's property.
2. The business structure of mutual benefit bond investment
The essence of the common benefit bond investment business framework is to provide the bankrupt enterprise with a loan with a certain priority, therefore, the investor of the common benefit bond can lend the corresponding amount to the bankrupt enterprise under certain conditions, as detailed in the report on the incompatibility of the risk
10,000-word Practical Manual: Mutual Benefit Bond Investment Business.
The specific transaction structure is as follows: