Securities code: 000616 securities abbreviation: St Haitou Announcement No.: 2022-006 Hna Investment Group Co.Ltd(000616)
Reply to the letter of concern of Shenzhen Stock Exchange
Special risk tips: 1. It is still uncertain whether the company needs to withdraw the estimated liabilities and the amount of the illegal guarantee that has not been lifted. The follow-up needs to be subject to the final audit report of 2021 issued by the company’s audit institution. 2. Based on the voting mechanism, relevant agreements, the actual situation of the ownership of business decision-making power and the relevant provisions of the accounting standards for business enterprises, the company believes that it is not necessary to Tianjin Gezhi and other associated units are included in the scope of the company’s merger. Whether the merger is finally necessary or not will be subject to the opinions of the 2021 annual audit report issued by the company’s audit institution. 3. Whether the provision for asset impairment of tieshimen phase III project, tieshimen phase I project and Asian Games Village project invested by the company needs to be comprehensively evaluated based on the 2021 project report, audit report and other relevant materials finally issued by each associated unit. At that time, the opinions of the 2021 annual audit report issued by the company’s audit institution shall prevail.
4. As the company’s operating income in 2021 is less than 100 million yuan, if the net profit attributable to the listed company or the net profit after deduction is expected to be negative in 2021, there is a risk of triggering “delisting risk warning of listed companies” in article 9.3.1 of the listing rules. Dear Management Department of Shenzhen Stock Exchange:
Hna Investment Group Co.Ltd(000616) (hereinafter referred to as “the company” or “HNA investment”) received the letter of concern on Hna Investment Group Co.Ltd(000616) from the management department of your firm on February 8, 2022 (company department concern letter [2022] No. 130) (hereinafter referred to as “the concern letter”). Recently, the company actively organized relevant parties to carefully analyze and verify the matters involved in the concern letter one by one, Now reply and explain the questions in the letter of concern:
The annual performance forecast for 2021 (hereinafter referred to as “performance forecast”) disclosed by your company on January 29, 2022 shows that your company expects to make a profit of 50.4166 million yuan to 75.6249 million yuan in 2021, a decrease of 73.24% to 82.16% over the same period of the previous year, mainly due to the decrease of sales revenue of real estate business, the decrease of investment income of associated units, the increase of leasing expenses, etc. Our department is concerned about this. Please check and explain the following items:
1. Your company’s 2020 annual report shows that the principal balance of the guarantee provided by your company to related parties in violation of regulations is 2284.1054 million yuan, and the guarantee liability of 1484.1054 million yuan remains. According to the reply announcement to the inquiry letter of 2020 annual report disclosed by your company, your company has not accrued estimated liabilities for the above guarantee matters. In February 2021, the court ruled to accept the bankruptcy reorganization application of your controlling shareholder HNA Capital Group Co., Ltd. (hereinafter referred to as “HNA capital”) and indirect controlling shareholder HNA Group Co., Ltd. (hereinafter referred to as “HNA Group”). At present, the court has ruled to approve the reorganization plan. Please explain your company’s calculation process and main basis for relevant estimated liabilities, whether you have accrued full estimated liabilities, and whether relevant accounting treatment complies with the provisions of the accounting standards for business enterprises in combination with the reorganization progress of HNA capital and HNA Group, the declaration of relevant creditor’s rights and recoverability caused by the performance of guarantee responsibilities.
[reply]:
As of December 31, 2021, the company has not yet performed the procedures, and the guarantee of related parties that have not been disclosed has not been released. Provide a guarantee of RMB 1464 million (starting from December 2018) for HNA Logistics Group Co., Ltd. (hereinafter referred to as “HNA logistics”). With regard to the guarantee of 2010.54 million yuan for HNA commercial Holding Co., Ltd. (hereinafter referred to as “HNA commercial holding”) (the starting date is February 2017), the relevant creditors have filed a lawsuit on the business with the first people’s Intermediate Court of Hainan Province in April 2019 and jointly sued the listed company, The company has received the civil judgment (2019) Qiong 96 min Chu No. 208 issued by the first intermediate people’s Court of Hainan Province on June 3, 2021. After receiving the above civil judgment, the company has appealed to the higher people’s Court of Hainan Province in accordance with the law due to its dissatisfaction with some of the judgment results in the first instance judgment. For relevant details, please refer to the announcement on receiving the civil judgment and the announcement on filing an appeal (Announcement No.: 2021-048 and 2021-050) disclosed by the company on June 5 and June 19, 2021 respectively. On the above appeal, the higher people’s Court of Hainan Province has made a final judgment and issued the civil judgment (2021) qiongmin Zhong No. 636, upholding the judgment of the first people’s Intermediate Court of Hainan Province on the invalidity of the guarantee contract between HNA investment and Longjiang bank, Compared with the previous judgment, the main changes are as follows: “change the third item of Hainan first intermediate people’s Court (2019) qiong96 minchu No. 208 civil judgment to Hna Investment Group Co.Ltd(000616) assume 30% joint and several liability for the unpaid part of HNA commercial Holding Co., Ltd. in repaying the loan principal and interest of Yichun Xinxing sub branch of Longjiang Bank Co., Ltd.”. For relevant details, please refer to the announcement on receiving the civil judgment of the second instance (Announcement No.: 2021-087) disclosed by the company on October 28, 2021. The above guarantees have not gone through the deliberation procedures of the board of directors and the general meeting of shareholders of the listed company. With regard to the provision of 2010.54 million yuan guarantee for HNA commercial control, the court’s final judgment found that the guarantee was invalid, and Longjiang bank has fully declared the creditor’s rights on the above illegal guarantee, and the relevant creditor’s rights will be paid off in accordance with the bankruptcy reorganization procedure of HNA commercial control ruled by the court. Based on the above situation, the company did not accrue the estimated liabilities for the above guarantee matters when estimating the performance in 2021. The main calculation process and basis are as follows:
(1) with regard to the matters that have not been relieved of the guarantee and joint and several liability, since the guaranteed parties HNA commercial control and HNA logistics have been ruled and approved the reorganization plan by the higher people’s Court of Hainan Province, they will strive to solve the above guarantee and other related problems in their reorganization procedures, but there is still uncertainty about whether the above companies can complete the reorganization plan. Therefore, whether the corresponding guarantee can be lifted and the specific lifting time are uncertain.
On March 13, 2021, the higher people’s Court of Hainan Province ruled that 321 companies such as HNA Group Co., Ltd. would be substantially merged and reorganized. On October 31, 2021, the higher people’s Court of Hainan Province ruled to approve the reorganization plan for the substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. The creditor’s rights of Longjiang bank on HNA investment are ordinary creditor’s rights. According to the provisions of the reorganization plan, the ordinary creditor’s rights are based on the creditor. The part of the principal of each creditor less than 30000 yuan (including 30000 yuan) shall be paid off in cash at one time within the implementation period of the reorganization plan, and the part of the creditor’s rights exceeding 30000 yuan shall be paid in accordance with the common trust share in a unified proportion, Ordinary trust share = amount of ordinary creditor’s rights to be paid off / total amount of ordinary creditor’s rights to be paid off * total share of ordinary trust.
As of the disclosure date of this announcement, the trust structure has not been completed, the manager of HNA Group Co., Ltd. has not issued the trust share valuation report, and the repayment amount of the main debtor HNA commercial control cannot be calculated temporarily.
The interpretation of the Supreme People’s Court on Several Issues concerning the application of the guarantee law of the people’s Republic of China, Article 7, if the main contract is valid but the guarantee contract is invalid and the creditor is not at fault, the guarantor and the debtor shall be jointly and severally liable for the economic losses of the creditor of the main contract; If the creditor or the guarantor is at fault, the part of the civil liability borne by the guarantor shall not exceed half of the part that the debtor cannot pay off. (2021) qiongminzhong No. 636 Hainan Higher People’s court ruled that the guarantee contract is invalid, Longjiang bank bears the main fault liability, and HNA investment bears 30% of the unliquidated debts of HNA commercial control, which is a supplementary liability. The specific amount needs to be calculated according to the amount of the unliquidated part of HNA commercial control, which cannot be calculated at present.
(2) the guarantee of 2010.54 million yuan for HNA commercial control has been determined as invalid by the final judgment of the court, because the company needs to bear 30% joint and several liability for the part that the main debtor cannot pay off. Considering that the main debtor HNA commercial control and its related parties have been ruled and approved by the higher people’s Court of Hainan Province to approve the reorganization plan, However, there is still uncertainty about whether the above-mentioned companies can complete the reorganization plan, whether the company needs to pay off and the result of payment. If Longjiang Airlines pays off the relevant profits of the company according to law, and the actual compensation of the company’s current profits will be borne by haizhun airlines. As of December 31, 2021, the company has not assumed any liability for repayment of the above guarantees.
(3) according to the relevant provisions of accounting standards for Business Enterprises No. 13 – contingencies, “Article 2: contingencies refer to the uncertain events formed by past transactions or events, whose results can only be determined by the occurrence or non occurrence of some future events. Article 4: if the obligations related to contingencies meet the following conditions at the same time, they shall be recognized as estimated liabilities: ① the obligation is the current obligation undertaken by the enterprise; ② the performance of the obligation is likely to lead to economic losses Profit outflow enterprises; ③ The amount of the obligation can be measured reliably. In combination with the progress of the secured party HNA commercial control and HNA logistics reorganization, the amount of the company’s possible payment obligations due to the above guarantee cannot be determined, which does not meet the recognition conditions of estimated liabilities.
To sum up, the amount that the debtor cannot pay off cannot be determined at present, so it does not meet the recognition conditions of estimated liabilities. Therefore, the company has not accrued estimated liabilities for the above guarantee matters, which is in line with the relevant provisions of the accounting standards for business enterprises.
2. The performance forecast shows that Hainan Haitou No. 1 investment partnership (limited partnership) (hereinafter referred to as “Haitou No. 1”, and the underlying assets are tieshimen phase III project), 509 w 34 HNA, LP (the underlying assets are tieshimen phase I project) and Tianjin Gezhi venture Technology Co., Ltd. (hereinafter referred to as “Tianjin Gezhi”, and the underlying assets are the Asian Games Village project) are your joint venture. According to the previous announcement of your company, your company holds Haitou No. 1, 509 w 34 HNA, LP Dalian Zhongcheng cultural industry development partnership (limited partnership) (hereinafter referred to as “Dalian Zhongcheng”, holding 49.21% equity of Tianjin Gezhi), the largest shareholder of Tianjin Gezhi, holds 87.48%, 99.8% and 99.99% of the relevant partnerships. Please explain whether the basis for your company’s failure to include relevant enterprises in the scope of consolidated statements is sufficient and reasonable and whether it complies with the provisions of the accounting standards for business enterprises in combination with the paid in and subscribed amount, voting mechanism, relevant agreements and the ownership of business decision-making power of each partner of relevant partnership enterprises.
[reply]:
The basic principle for the company to determine the scope of consolidation is in accordance with Article 7 of Chapter II of the accounting standards for Business Enterprises No. 33 – consolidated financial statements: the consolidation scope of consolidated financial statements shall be determined on the basis of control. Control means that the investor has the right to the investee, enjoys variable returns by participating in relevant activities of the investee, and has the ability to use the right to the investee to affect its return amount. Based on the above principles, the basis analysis of the company holding more than half of the fund units (or equity ratio) but not controlling the investee is as follows: I. the basis for Hainan Haitou No. 1 investment partnership (limited partnership) not included in the scope of consolidated statements is based on the unaudited financial statements of 2021 provided by Haitou No. 1, Hainan Silk Road equity investment fund Co., Ltd. (GP), a partner of Haitou No. 1, an associate of the company, subscribed RMB 1211300, paid in RMB 211300 and held 0.11% of Haitou No. 1; Partner Hna Investment Group Co.Ltd(000616) (LP) subscribed 954921900 yuan, paid 949967500 yuan and held 87.6% of Haitou No. 1; Partner HNA Industrial Development (Shenzhen) Co., Ltd. (LP) has subscribed 134 million yuan, paid in 134 million yuan, and holds 12.29% of Haitou No. 1. The voting mechanism of haitou-1 is implemented in accordance with Article 3 of the management agreement signed by all parties.
Up to now, the listed company holds 87.6% of the fund shares of Haitou No. 1. However, since the company has no control over the operation and management of Haitou No. 1 and is not the main responsible person of the partnership, it is not included in the scope of the consolidated statements of the listed company. The relevant analysis is as follows:
I. according to the partnership agreement of Hainan Haitou No. 1 investment partnership (limited partnership) (hereinafter referred to as the partnership agreement) and the management agreement of Hainan Haitou No. 1 investment partnership (limited partnership) (hereinafter referred to as the management agreement), the power arrangement and decision-making mechanism of relevant activities of “Haitou No. 1” are as follows:
1. The partnership entrusts the general partner Hainan Silk Road equity investment fund Co., Ltd. to carry out the partnership affairs and represent the partnership externally. Its authority is as follows: 1. The executive partner is responsible for the daily operation of the enterprise and represents the partnership externally. In case of breach of contract due to the executive partner’s failure to perform the affairs in accordance with the partnership agreement or the decision of all partners, the executive partner shall compensate the losses caused by other partners. (Article 12 3 of the partnership agreement)
2. Limited partners shall not carry out partnership affairs and shall not represent the limited partnership externally. (Article 12 6 of the partnership agreement)
3. When partners make resolutions on matters related to the partnership, they shall adopt the voting method of one partner, one vote and more than half of all partners. (Article 13 of the partnership agreement) (a partnership is a limited partnership composed of general partners and limited partners. The general partners shall bear unlimited joint and several liability for the debts of the partnership, and the limited partners shall be liable for the debts of the partnership to the extent of their subscribed capital contributions. The partnership is jointly funded by three enterprises, including one general partner and two limited partners. The general partner It is Hainan Silk Road equity investment fund Co., Ltd., and the limited partners are Hna Investment Group Co.Ltd(000616) and HNA Industrial Development (Shenzhen) Co., Ltd. Partnership by
