Stock Code: Ccoop Group Co.Ltd(000564) stock abbreviation: ST Daji Announcement No.: 2022040 Ccoop Group Co.Ltd(000564)
With regard to the announcement that the matters involved in the special self-examination report on the governance of listed companies have been rectified, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important:
1. The relevant shareholders of Ccoop Group Co.Ltd(000564) (hereinafter referred to as "supply and marketing Daji" or "the company") and their related parties failed to solve the company's announcement on special self inspection report on Governance of listed companies (Announcement No.: 2021007) (hereinafter referred to as "self inspection report") on January 30, 2021 and February 9, 2021 within one month (i.e. one month from January 30, 2021) The non operating capital occupation and undisclosed guarantee of shareholders and related parties disclosed in the supplementary announcement on the rectification plan for self inspection report (Announcement No.: 2021015) (hereinafter referred to as the "supplementary announcement of self inspection report") are in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules"), The company's shares have been superimposed with other risk warnings since the opening of the market on March 1, 2021. For details, see the company's announcement on superimposing other risk warnings on the company's shares on February 27, 2021 (Announcement No.: 2021022).
2. On October 31, 2021, Hainan Higher People's Court (hereinafter referred to as "Hainan high court" or "court") ruled to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as "reorganization plan"). According to the reorganization plan, with regard to the losses caused to the company by the occupation of non operating funds, undisclosed guarantees and other matters of related parties (hereinafter referred to as "matters covered by the self inspection report"), the company shall declare the creditor's rights to the controlling shareholders and their related parties in the bankruptcy reorganization proceedings according to the maximum caliber that may be generated by the matters covered by the self inspection report, and the controlling shareholders and their concerted actors shall 5972585400 shares acquired by specific related parties will be transferred to the company (the price is calculated according to the closing price of RMB 2.91/share on September 15, 2021, the day before the announcement of the Ccoop Group Co.Ltd(000564) investor equity adjustment plan (hereinafter referred to as the "investor equity adjustment plan") (hereinafter referred to as the "solution"), The above transferred shares have been registered in the securities account of Ccoop Group Co.Ltd(000564) manager on December 30, 2021. As of the date of announcement of bankruptcy, the creditor's rights of the holding shareholders and their corresponding affiliated resources have been reported to the account of the trust as of the date of announcement of bankruptcy.
3. On December 31, 2021, Hainan high court ruled that the implementation of the reorganization plan was completed. On April 24, 2022, HNA Group Co., Ltd. received the civil ruling served by Hainan high court, which confirmed that the implementation of the reorganization plan for the substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. (hereinafter referred to as the "321 reorganization plan") had been completed.
4. The non operating fund occupation and undisclosed guarantee matters of related parties involved in the self inspection report and supplementary announcement of self inspection report have been rectified. ShineWing Certified Public Accountants (special general partnership) issued the special report on the occupation and liquidation of non operating funds of Ccoop Group Co.Ltd(000564) controlling shareholders and their related parties for the company's fund occupation and liquidation, and Beijing Kangda (Xi'an) law firm issued the legal opinion on matters related to Ccoop Group Co.Ltd(000564) undisclosed guarantee for the company's undisclosed guarantee. Independent directors have issued independent opinions on the elimination of the impact of non operating fund occupation and undisclosed guarantee matters.
1、 Basic information of matters covered in the self inspection report
The self inspection report mentioned that the company's non operating funds occupied by shareholders and related parties and undisclosed guarantees need to be rectified: the non operating funds occupied by shareholders and related parties of the company are 199787493 million yuan, respectively 1.37 million yuan of funds formed by financial products, and 52995293 million yuan of funds deducted after the principal and interest of fixed-term certificates of deposit provide guarantees for related parties, The assets to be concerned are 979.22 million yuan; The related party guarantee that failed to fulfill the review procedures of listed companies was 43836409 million yuan.
According to the self inspection report, the company's non operating funds occupied by shareholders and related parties are shown in the following table: unit: 100 million yuan
Reasons for the difference between the amount in the self inspection report of shareholders or related parties as of December 31, 2020 and the amount as of December 31, 2020
Hainan Qide Yinghui Trading Co., Ltd
Hainan hankai zhuotang Network Technology Co., Ltd
Hunan Xiangle Trading Co., Ltd. 20.00 19.25 the annual report of 2020 was audited and confirmed that the return of financial principal was 75 million yuan
Hunan Xiangle Trading Co., Ltd
Shanghai Shangrong Supply Chain Management Co., Ltd
HNA Logistics Group Co., Ltd
The guarantee for related parties was deducted by financial institutions according to the contract due to the main debtor's failure to repay Hainan Yisheng Daji Agricultural Technology Co., Ltd. 8.16 5.54 on time, forming a capital occupation of about 262 million yuan
HNA commercial Holding Co., Ltd
Hainan Yisheng Daji Agricultural Technology Co., Ltd
(assets to be concerned)
Total 199.79 196.42
According to the self inspection report, the company has undisclosed guarantees, as shown in the following table:
Unit: 100 million yuan
Reasons for the difference between the amount in the self inspection report of the guaranteed party as of December 31, 2020 and the amount as of December 31, 2020
Hainan Yisheng Daji Agricultural Technology Co., Ltd. 0.00 1.10
The undisclosed guarantee as of December 31, 2021 was deducted after December 31, 2021 and before the disclosure of the self inspection report because 0.00 0.90 of Hainan Yisheng Daji Agricultural Technology Co., Ltd. has been disclosed as capital occupation in the self inspection report
Hainan Yisheng Daji Agricultural Technology Co., Ltd. 0.00 0.50
HNA Industrial Group Co., Ltd. 0.49 0.49
HNA Industrial Group Co., Ltd
HNA Industrial Group Co., Ltd. returned about 14 million yuan to the principal debtor of the related guarantee after auditing the annual report of 339252020
Xinhua Xinhe Underground Space Development Co., Ltd. 1.00 1.00
The self-examination report is disclosed according to the book value of the guaranteed materials, the value of HNA Commercial Holdings Co., Ltd. is 0.86 5.70, and the 2020 annual report is disclosed according to the debt balance, resulting in a difference of about 484 million yuan
HNA commercial Holding Co., Ltd
HNA commercial Holding Co., Ltd
HNA foundation Holding Group Co., Ltd. 4.90 4.852020 annual report, after audit, confirmed that the principal debtor of related guarantee returned about 05 million yuan
HNA commercial Holding Co., Ltd
HNA cargo Co., Ltd
HNA foundation Holding Group Co., Ltd. 0.10 0.092020 annual report confirmed after audit that the principal debtor of related guarantee returned about 01 million yuan
Total 43.84 50.97
2、 Rectification plan for matters involved in self inspection report
According to the self inspection report and the reorganization plan, the company actively communicated with the shareholders and related parties on the occupation of non operating funds (including assets that need to be paid attention to), and urged them to solve relevant problems as soon as possible through cash replenishment, asset backfilling and declaration of creditor's rights to the bankruptcy reorganization procedure of the controlling shareholders and related parties.
At the same time, the company negotiated with shareholders and related parties to increase shares through capital accumulation fund, and some shareholders of the company will backfill the increased shares obtained to the listed company.
If the company fails to disclose the guarantee, it will actively protect the creditor's rights and assume the relevant liabilities through communication. For the undisclosed guarantee, the company claims that the above guarantee contract is invalid and the company shall not bear the guarantee liability. According to the provisions of relevant laws and regulations, if the court finally adopts the above defense opinion, the listed company will not actually bear the relevant responsibility for the guarantee. If the company needs to bear corresponding responsibilities for the undisclosed guarantee, the company will solve relevant problems with reference to the solution of non operating fund occupation.
On October 31, 2021, Hainan high court ruled to approve the reorganization plan of the company. According to the reorganization plan, according to the maximum caliber of about 25.7 billion yuan that may be generated by the matters involved in the self inspection report, the company will first report its creditor's rights to the bankruptcy reorganization procedures of the controlling shareholders and their related parties, and will obtain cash and trust share repayment in accordance with the provisions of the 321 reorganization plan (the estimated settlement scale is subject to the valuation of Trust shares), which will be paid off by the controlling shareholders and their concerted actions The 5972585400 shares acquired by specific related parties will be transferred to the company for settlement (the price is calculated according to the closing price of 2.91 yuan / share on September 15, 2021, the day before the announcement of the investor's equity adjustment plan), which can solve the loss of about 17380223500 yuan caused to the company by the matters involved in the self-examination report) (hereinafter referred to as "differentiated conversion and increase arrangement").
3、 Rectification of matters involved in the self inspection report
In October 2021, the controlling shareholder HNA commercial Holding Co., Ltd. issued a letter of commitment to the company, which unconditionally and irrevocably promised that if the occupation of non operating funds could not be recovered or settled through backfilling by related parties, or there was a risk of impairment of assets that need to be concerned, the company would be compensated in full according to the amount of funds occupied or the book value of assets that need to be concerned, so as to avoid asset impairment losses.
As of December 31, 2021, Hainan high court ruled and confirmed that the implementation of the company's reorganization plan had been completed. For details, see the company's announcement on the completion of the implementation of the reorganization plan of the company and its 24 subsidiaries on December 31, 2021 (Announcement No.: 2021124). The rectification of the matters involved in the company's self inspection report is as follows:
I. rectification of occupation of non operating funds by shareholders and related parties
By the end of 2020, the company controlled
