Simplified equity change report
Name of listed company: Ccoop Group Co.Ltd(000564)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Ccoop Group Co.Ltd(000564)
Stock Code: 000564
Name of information disclosure obligor: HNA Investment Holding Co., Ltd
Registered address: 22 / F, new HNA building, No. 7, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Nature of share change: the number of shares held remains unchanged and the shareholding ratio is passively diluted
Signed on: January 5, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 15 – Report on changes in equity, and other relevant laws, regulations and departmental rules.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, this report has fully disclosed the changes in shares in which the information disclosure obligor has an interest in Ccoop Group Co.Ltd(000564) .
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Ccoop Group Co.Ltd(000564) by any other means. 4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
interpretation…… four
Section 1 Introduction to information disclosure obligor Section II purpose of equity change Section III equity change method Section IV trading of trading shares of Listed Companies in the first six months Section V other major matters Section VI documents for future reference Section VII declaration of information disclosure obligor 13 attached table: simplified equity change report fourteen
interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings: information disclosure obligor and HNA investment holding refer to HNA Investment Holding Co., Ltd
Company, listed company, supply and marketing collective index Ccoop Group Co.Ltd(000564)
Reorganization plan refers to the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries
The investor’s equity adjustment plan refers to the Ccoop Group Co.Ltd(000564) investor’s equity adjustment plan
HNA commercial holdings and its persons acting in concert refer to HNA Commercial Holdings, island hotel management, Qingdao HNA real estate, Changchun HNA investment, island construction group and HNA engineering construction
Specific related parties refer to HNA industrial group, HNA investment holding, HNA capital group, Beijing Hailu Shengyu and Shanghai xuanchuang investment
Hainan high court means the higher people’s Court of Hainan Province
CSRC and CSRC refer to China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
CSDCC Shenzhen branch refers to the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
This report refers to Ccoop Group Co.Ltd(000564) simplified equity change report
This equity change refers to the decrease in the proportion of shares held by information disclosure obligors
Section 1 Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
(i) Basic information
Company name: HNA Investment Holding Co., Ltd
Company type: other limited liability companies
Legal representative: Ding Yongzhong
Registered capital: 8897 million yuan
Registered address: 22 / F, new HNA building, No. 7, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Tel.: 0898-69960716
Unified social credit Code: 914600003241025646
Date of establishment: May 12, 2015
Business scope: project investment and management; Investment consulting, economic information consulting, financial information consulting and investment consulting; Equity investment; Entrusted asset management; Import and export trade.
Shareholders and shareholding conditions HNA Industrial Group Co., Ltd. holds 87.87%; HNA commercial Holding Co., Ltd. holds 9.88%; Tianjin Zhongyi Bohai Equity Investment Fund Management Co., Ltd. holds 2.25%.
（2） Information about the directors and main responsible persons of the information disclosure obligor
Name Gender Position nationality permanent residence other nationality or
Right of abode abroad
Chairman and
Ding Yongzhong, male, general manager, Haikou, Hainan, China no
Designated representative
Lin Han, female director, Haikou, Hainan, China no
Meng Yongtao, male director, Haikou, Hainan, China no
2、 Persons acting in concert with information disclosure obligors
In 2016, the listed company issued shares for major asset restructuring to purchase 100% equity of Hainan supply and marketing Daji Holding Co., Ltd. (hereinafter referred to as “2016 restructuring of listed company” or “this transaction”), and HNA Investment Holding Co., Ltd. held all shares of the listed company from the restructuring of the listed company in 2016, It also declares that before the transfer of the shares of the listed company, it waives the voting rights, nomination rights, proposal rights and other rights related to the operation and management of the company, but other shareholders’ rights (including but not limited to dividend rights, pledge rights, disposal rights, transfer rights, etc.) will not be affected. In this transaction, HNA investment holding has no concerted action relationship with other counterparties. In case of any subsequent change in the relationship between the persons acting in concert, the obligation of information disclosure will be performed in strict accordance with relevant provisions. 3、 Information disclosure obligors holding and controlling more than 5% of the shares issued by other listed companies
As of the signing date of this report, HNA investment holding, the information disclosure obligor, has no shares with interests in other domestic and overseas listed companies up to or exceeding 5% of the issued shares of the company.
Section II purpose of equity change
1、 Purpose of equity change of information disclosure obligor
On October 31, 2021, Hainan high court issued (2021) qiongpo No. 21-6 civil ruling, ruling to approve the reorganization plan. According to the reorganization plan and the investor’s equity adjustment plan, supply and marketing Daji plans to convert the capital reserve into share capital at the proportion of 34.9 shares per 10 shares, with the total share capital of 598200400 shares as the base, with a total of 20880467000 shares. About 7698.6937 million shares obtained by HNA commercial holdings and its persons acting in concert and new cooperative business chain Group Co., Ltd. and its persons acting in concert were cancelled to partially fulfill the performance commitment compensation obligation.
In order to speed up the implementation of the reorganization plan, improve the implementation efficiency and reduce the cost of the implementation of the reorganization plan, Hainan high court made (2021) qiongpo No. 21-8 civil ruling on December 17, 2021, ruling that the capital reserve converted into share capital of Daji is based on the existing total share capital of 5982004024 shares, The capital reserve is converted into shares according to the proportion of 22.035714 shares per 10 shares. The total number of shares converted into shares is 13181773311. The 7698693713 shares to be cancelled specified in the reorganization plan shall not be registered, and it shall be deemed that the relevant shareholders have fulfilled part of the compensation obligations of performance commitments. According to the civil ruling (2021) qiongpo No. 21-8, among the 5972585396 shares of HNA Commercial Holdings, its concerted actors and specific related parties to compensate supply and marketing Daji as stipulated in the reorganization plan, 5317768729 shares will be preferentially used to introduce reorganization investors in the future, and the remaining 654816667 shares will be used to offset the debt of supply and marketing Daji and improve the company’s sustainable operation ability. Except HNA commercial holdings and its persons acting in concert, specific related parties and New Cooperative Commerce Chain Group Co., Ltd. and its persons acting in concert, all other shareholders transferred 2211850000 shares to supply and marketing Daji for priority to offset the debt of supply and marketing Daji. Therefore, except that 7698693713 shares to be cancelled are not registered for conversion, the number of converted shares actually obtained by other shareholders has not changed, which is consistent with the investor’s equity adjustment plan and reorganization plan. The 7698693713 shares to be cancelled are not registered for conversion, which will not affect the rights and interests of minority shareholders and creditors, Comply with the investor’s equity adjustment plan and the reorganization plan.
A total of 13181773311 shares were transferred from the capital reserve of supply and marketing Daji, of which: (1) 21.898786 shares were transferred for every 10 shares by minority shareholders, a total of 3723994899 shares were transferred, and the nature of the shares is the same as that of the original shares; (2) 9457778412 shares converted into shares shall be registered in the special account for property disposal of Ccoop Group Co.Ltd(000564) bankrupt enterprises. The nature of the shares is all tradable shares with unlimited sales conditions, which will be used for distribution in accordance with the provisions of the reorganization plan. Minority shareholders are other shareholders excluding 27 shareholders of HNA commercial holdings and its persons acting in concert, specific related parties, New Cooperative Commerce Chain Group Co., Ltd. and its persons acting in concert. The 27 shareholders are: HNA commercial Holding Co., Ltd., Hainan Island Hotel Management Co., Ltd., Qingdao HNA Real Estate Development Co., Ltd., Changchun HNA Investment Co., Ltd., HNA international tourism island development and construction (Group) Co., Ltd., Hainan HNA Engineering Construction Co., Ltd., HNA Investment Holding Co., Ltd., HNA Industrial Group Co., Ltd HNA Capital Group Co., Ltd., Beijing Hailu Shengyu equity investment center (limited partnership), Shanghai xuanchuang Investment Management Co., Ltd., New Cooperative Commerce Chain Group Co., Ltd., Hunan New Cooperative Industrial Investment Co., Ltd., Shandong Taishan New Cooperative Commerce Chain Co., Ltd., Shiyan new cooperative Supermarket Co., Ltd., Jiangsu Yueda real estate Co., Ltd., Geng FA Zhangjiakou new cooperative Yuanfeng trading Chain Co., Ltd., Jiangsu Xinyi Real Estate Development Co., Ltd., Jiangsu new cooperative changkelong Shuke Business Co., Ltd., Yanbian new cooperative supermarket chain Co., Ltd., Jining Yanzhou new cooperative Baiyi Trading Co., Ltd., Shandong new cooperative Chaoshi Chain Co., Ltd., Changshu Longxing agricultural and sideline products logistics Co., Ltd Henan New Cooperative Trading Co., Ltd., Chifeng new cooperative supermarket chain Co., Ltd. and Hebei new cooperative native products renewable resources Co., Ltd. The total number of shares held by the above 27 shareholders is 4281455464. If the shares of the above 27 shareholders are transferred to other accounts from the date of issuing the announcement on the conversion of capital reserve into share capital to the date of equity registration, the corresponding shares received by the stock transfer acceptance account will not participate in the distribution of converted shares. In addition to the above 27 shareholders, the account of the supply and marketing manager is not increased according to the above proportion.
In conclusion, this equity change is mainly due to the passive dilution of the shareholding ratio of the information disclosure obligor due to the implementation of the reorganization plan.
2、 Increase or continue to decrease its equity in the listed company in the next 12 months
Since the date of signing this report, HNA Investment Holding Co., Ltd. has no plan to increase or continue to reduce its shares in the listed company in the next 12 months. In case of relevant equity changes, the company will perform the obligation of information disclosure in strict accordance with relevant regulations.
Section III changes in equity
1、 Changes in equity this time
Before the equity change, the total share capital of the listed company was 5982004024 shares, and the information disclosure obligor held 390526891 shares, accounting for 6.53% of the total share capital of the listed company before the equity change.
After this equity change, the total share capital of the listed company is 19
