Securities code: Hna Investment Group Co.Ltd(000616) securities abbreviation: St Haitou Announcement No.: 2022015 Hna Investment Group Co.Ltd(000616)
Announcement on the company’s acceptance of guarantee from related parties
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special risk tips:
1. Whether the collateral assets of Hna Investment Group Co.Ltd(000616) (hereinafter referred to as “HNA investment”, “listed company” or “company”) guaranteed by related parties can fully cover the possible future impact of the company due to illegal guarantee needs to be further determined according to the reorganization progress of 321 companies such as HNA Group Co., Ltd.
2. The company’s acceptance of guarantees from related parties is conducive to protecting the interests of listed companies and minority shareholders. The impact of this matter on the company’s 2021 annual report is still uncertain, and the company’s 2021 annual audit report issued by the auditor shall prevail.
3. The mortgage procedures for the subject matter of the mortgage that accepts the guarantee from related parties are being handled. There is uncertainty about when and whether the mortgage procedures can be completed. The subsequent company will timely perform the obligation of information disclosure according to the relevant progress.
On April 30, 2021, the company disclosed the existence of related party guarantees that were not disclosed in the non-performing procedures, namely, the company provided 1464 million yuan guarantee for HNA Logistics Group Co., Ltd. (hereinafter referred to as “HNA logistics”) (starting date: December 2018) and the company provided 20105400 yuan guarantee for HNA commercial Holding Co., Ltd. (hereinafter referred to as “HNA commercial control”) (starting date: February 2017). With regard to the company’s guarantee of 201054 million yuan for HNA commercial control, the relevant creditors have filed a lawsuit on the business in April 2019 and jointly sued the listed company. The higher people’s Court of Hainan Province made a final judgment in October 2021 and issued the civil judgment (2021) qiongminzhong No. 636, maintaining 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, Judgment Hna Investment Group Co.Ltd(000616) is jointly and severally liable for 30% of the principal and interest debts of HNA commercial Holding Co., Ltd. to repay Yichun Xinxing sub branch of Longjiang Bank Co., Ltd. The company has formally sued Yichun Xinxing sub branch of Longjiang Bank Co., Ltd. and the third party HNA Logistics Group Co., Ltd. in Hainan first intermediate people’s court for providing 1464 million yuan guarantee for HNA logistics, which was officially filed by the court on March 14, 2022.
Recently, the company received the letter of commitment issued by Hangzhou Huating yunqi resort Co., Ltd. (hereinafter referred to as “Hangzhou yunqi”) to the company. In order to solve the problem of illegal guarantee of listed companies as soon as possible, eliminate the impact of joint and several liability on listed companies, and protect the interests of shareholders, especially small and medium-sized shareholders, Hangzhou yunqi, a related party of the company, promises to limit the value of the real estate ownership with an area of 2454531 square meters located in Meiling South Road, Lingyin street, Xihu District, Hangzhou and the land use right with a corresponding land area of 55153 square meters, so as to provide the investment of HNA for HNA logistics HNA commercial control shall provide guarantee for the compensation liability of 1464 million yuan and 201054 million yuan provided by HNA commercial control respectively. The compensation liability includes but is not limited to the principal, interest, liquidated damages, damages and all expenses arising therefrom, and mortgage the real estate to the company.
1、 Overview of related party guarantees
1. Overview of acceptance of related party guarantees
In order to solve the problem of illegal guarantee of listed companies as soon as possible, eliminate the impact of joint and several liability on listed companies, and protect the interests of shareholders, especially small and medium-sized shareholders, Hangzhou yunqi, a related party of the company, promises to be limited to the value of the real estate ownership with an area of 2454531 square meters and the land use right with a corresponding land area of 55153 square meters located in Meiling South Road, Lingyin street, Xihu District, Hangzhou, Provide guarantee for the compensation liability of HNA investment for providing RMB 1464 million guarantee to HNA logistics (starting date: December 2018) and HNA commercial control for providing RMB 20105400 guarantee (starting date: February 2017). The compensation liability includes but is not limited to principal, interest, liquidated damages, damages and all expenses arising therefrom. Hangzhou yunqi undertakes relevant compensation liability to Longjiang bank on behalf of HNA investment, and Hangzhou yunqi promises to give up recourse to HNA investment.
Subsequently, HNA investment and Hangzhou yunqi will sign the real estate mortgage contract and go through the mortgage procedures according to the commitment letter. Please pay attention to the company’s recent announcement for specific progress.
2. Association description
Since Hangzhou yunqi and the controlling shareholder HNA Capital Group Co., Ltd. (hereinafter referred to as “HNA capital”) are controlled by the same actual controller, this event constitutes a connected transaction in accordance with the relevant provisions of 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
3. Review procedure
This related party transaction provides guarantee for the company by means of asset mortgage for the company’s related parties free of charge, and the company does not need to pay guarantee fees or provide counter guarantee. This matter does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 Basic information of the guaranteed
Hna Investment Group Co.Ltd(000616)
1. Basic information
Company name Hna Investment Group Co.Ltd(000616)
Unified social credit code 912102 Hunan Hansen Pharmaceutical Co.Ltd(002412) 78804k
Address: 1301, Hongyuan building, No.4 Jiuxianqiao Road, Chaoyang District, Beijing
Company type: joint stock limited company (listed)
The registered capital is 14302344250 yuan
Legal representative: Zhu Weijun
Date of establishment: May 27, 1993
Project investment and management, investment consultation. (for projects subject to approval according to law, the business scope
Business activities can only be carried out after approval by relevant departments)
2. Key financial data
Unit: Yuan
December 31, 2020 (audited) December 31, 2019 (audited)
Total assets 581918927105795858228090
Total liabilities 48927493755169733124859
Including: total bank loans 23140513112128443836933
Total current liabilities 4818502746060534450429
Asset liability ratio 8.41% 21.33%
Net assets 53299143335626125103231
Operating income 12547753772420688032223
Total profit 3796682040721848235177
Net profit 3786225315221831010846
3、 Basic information of related parties
Name of related party: Hangzhou Huating Yunqi Resort Hotel Co., Ltd
Date of establishment: June 12, 2000
Unified social credit Code: 913 Dalian Demaishi Precision Technology Co.Ltd(301007) 21061655f
Registered capital: US $88 million
Legal representative: Wang Fengxian
Registered address: No. 1, Meiling South Road, Hangzhou
Company type: limited liability company (sole proprietorship of legal person in Taiwan, Hong Kong and Macao)
Business scope: catering, accommodation, entertainment, fitness, hairdressing and beauty; Conference reception, office rental, hotel apartments, clubs and shopping malls.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main unaudited financial data of Hangzhou yunqi: as of December 31, 2021, the total assets were 15839927589 yuan, the net assets were -7872317928 yuan, the operating income was 8757129 yuan and the net profit was -58801681 yuan. As of March 31, 2022, the total assets were 15686970347 yuan, the net assets were -8025744117 yuan, the operating income was 16284503 yuan and the net profit was -57444498 yuan.
Relationship with listed companies: Hangzhou yunqi and the controlling shareholder HNA Capital Group Co., Ltd. (hereinafter referred to as “HNA capital”) are controlled by the same actual controller. According to the relevant provisions of 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), Hangzhou yunqi is an affiliated legal person of the company.
After the company’s inquiry on the national enterprise credit information publicity system, China execution information disclosure network, the national court’s list of dishonest Executees information publication and query website and other websites, Hangzhou yunqi is not a dishonest executee. 4、 Basic information of the collateral subject matter
1. Basic information of mortgage object
Hangzhou Huating Yunqi Resort Hotel Co., Ltd. is located in Meiling South Road, Lingyin street, Xihu District, Hangzhou. It has the property ownership with an area of 2454531 square meters and the land use right with a corresponding land area of 5515300 square meters.
2. Appraisal value of mortgage object
According to the real estate project value appraisal report of Hangzhou Huating yunqi resort Co., Ltd. [Tianxing Zi (2022) No. 0107] issued by Beijing tianjianxing Assets Appraisal Co., Ltd., taking March 31, 2022 as the base date, the cost method is adopted for houses and buildings, the market method is adopted for land use right, and Hangzhou yunqidu is mortgaged to HNA investment, which is located in Meiling South Road, Lingyin street, Xihu District, Hangzhou, The appraisal value of the property ownership with an area of 2454531 square meters and the land use right with a corresponding land area of 5515300 square meters is 401918100 yuan. Among them, the valuation of houses and buildings is 459616 million yuan and the valuation of land use right is 3559565 million yuan.
3. Ownership status
The ownership of the subject matter of this mortgage is clear, there are no restrictions on rights such as mortgage and pledge, no major litigation, arbitration or judicial measures such as seizure and freezing, and no other circumstances that hinder the transfer of ownership.
5、 Pricing policy and basis for accepting guarantees from related parties
The purpose of accepting the guarantee from related parties this time is to solve the problem of illegal guarantee of listed companies as soon as possible and eliminate the impact of joint and several liability on listed companies. This guarantee is a free guarantee. During the guarantee period, the company and its subsidiaries do not need to pay fees to the above related parties, nor do they need to provide counter guarantee for the guarantee, which is conducive to protecting the interests of the company and shareholders, especially minority shareholders.
6、 Main contents of the letter of commitment
Hangzhou yunqi will be limited to the value of the real estate ownership with an area of 2454531 square meters and the land use right with a corresponding land area of 5515300 square meters, which is located in Meiling South Road, Lingyin street, Xihu District, Hangzhou, Provide guarantee for the compensation liability of HNA investment for providing 1464 million yuan guarantee to HNA Logistics Group Co., Ltd. (hereinafter referred to as “HNA logistics”) and 201054 million yuan guarantee to HNA commercial Holding Co., Ltd. (hereinafter referred to as “HNA commercial control”). The compensation liability includes but is not limited to the principal Interest, liquidated damages, damages and all expenses arising therefrom. If Hangzhou yunqi undertakes relevant compensation liability to Longjiang bank on behalf of HNA investment, Hangzhou yunqi promises to give up recourse to HNA investment.
7、 Acceptance of related party guarantees and its impact on Listed Companies
Hangzhou yunqi, a related party of the company, provides free guarantee for the company, which means that the company does not need to pay guarantee fees or provide counter guarantee. This time, the company accepts the guarantee project of related parties in order to eliminate the possible compensation liability for illegal guarantee, which has no adverse impact on the current and future financial status and operating results of the company and is conducive to the long-term development of the company. This guarantee and real estate mortgage will help eliminate the impact of illegal guarantee on listed companies. This related party guarantee is conducive to protecting the interests of the company and other shareholders, especially minority shareholders.
8、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date of this announcement, the company has accumulated all kinds of related transactions with the related person (including other related persons controlled by the same subject or having a control relationship with each other)
