Ccoop Group Co.Ltd(000564) independent director
The influence of occupation of non operating funds and undisclosed guarantees has been eliminated
Independent opinion of
In accordance with the requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant laws and regulations, as independent directors of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing Daji” or “the company”), based on the principle of independent and objective judgment, we hereby In the announcement on the special self inspection report on the governance of listed companies and the supplementary announcement on the rectification plan for the self inspection report on February 9, 2021, the impact of the occupation of non operating funds and undisclosed guarantees involved by shareholders and related parties has been eliminated. We express the following independent opinions:
1、 For the occupation of funds by related parties
With regard to the occupation of funds, the company has declared its creditor’s rights to 321 companies such as HNA Group Co., Ltd. for substantive merger and reorganization, and will receive part of the cash settlement and part of the trust share compensation in accordance with the provisions of the reorganization plan for substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. For the part that cannot be fully paid off by the trust, the controlling shareholders of the company and their persons acting in concert and specific related parties have settled by backfilling 5972585400 shares to the listed company. 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”). The above transferred shares have been registered in the securities account of Ccoop Group Co.Ltd(000564) manager on December 30, 2021. On December 31, 2021, Hainan high court ruled that the implementation of the reorganization plan was completed.
On October 31, 2021, HNA Group received the ruling of Hainan high court and approved the reorganization plan of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd; On April 24, 2022, HNA Group received the civil ruling served by Hainan high court, which confirmed that 321 companies such as HNA Group Co., Ltd. had completed the reorganization plan of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. On April 24, 2022, the company reported to the controlling shareholder and its related parties that the corresponding repayment resources in the creditor’s rights, namely cash and trust shares, had arrived in the account.
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 on the occupation and liquidation of funds of the company. As of April 24, 2022, the non operating fund occupation of supply and marketing Daji controlling shareholders and their related parties and the compliance problems of assets needing attention have been rectified.
2、 For undisclosed guarantees
For the undisclosed guarantee and the guarantee provided by the reorganization enterprise, part of the creditor’s rights have been paid off; The creditor’s rights confirmed by the court have been paid off by cash and stock; For claims not confirmed by the court, the corresponding repayment resources have been reserved according to the reorganization plan, and the relevant claims have been handled and arranged according to law. For the losses caused to the company by the related party guarantee that fails to fulfill the review procedures, the company will solve the relevant problems with reference to the solution of non operating fund occupation at that time. The impact of the undisclosed guarantee provided by the reorganized enterprise on the company has been eliminated through the transfer of shares to the company by the controlling shareholders and their concerted actors, and the company’s acquisition of cash and trust shares in the reorganization plan for the substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. The guarantee provided by the non reorganized enterprise has been settled by the principal debtor by replacing the mortgaged assets, and the violation of the undisclosed guarantee has been eliminated.
Beijing Kangda (Xi’an) law firm issued the legal opinion on matters related to Ccoop Group Co.Ltd(000564) undisclosed guarantee for the undisclosed guarantee of the company.
To sum up, I believe that the influence of non operating fund occupation and undisclosed guarantee matters of related parties involved in the special self inspection report on corporate governance has been eliminated, and the interests of the company and the majority of shareholders have been effectively safeguarded.
(there is no text on this page, which is the signature page of independent opinions on the occupation of non operating funds and the elimination of the impact of undisclosed guarantees)
Independent director: Wang Manchang, Guo Shihui, Wang Weidong
April, 2022
