About Ccoop Group Co.Ltd(000564)
Occupation of non operating funds by controlling shareholders and their related parties
Special report on liquidation
Index special report on the occupation and repayment of non operating funds by controlling shareholders and their related parties – Annex: description of the occupation and repayment of non operating funds by controlling shareholders and their related parties
Xinyongzhong certified public accountants Co., Ltd. Tel. 9 / F, block a, Fuhua building, No. 86 (010) 65542288, North Chaoyang Gate Street, Dongcheng District, Beijing City, China:,
ShineWing No.8, ChaoyangmenBeidajie,
Dongcheng District, Beijing, fax: + 86 (010) 65547190 certified public accounts 100027, P.R.China facile: + 86 (010) 65547190 about Ccoop Group Co.Ltd(000564)
Occupation of non operating funds by controlling shareholders and their related parties
Special report on liquidation
XYZH/2022XAAA20124
We are entrusted to conduct a special audit on the attached statement on the occupation and liquidation of non operating funds of Ccoop Group Co.Ltd(000564) controlling shareholders and their related parties (hereinafter referred to as the “statement on the occupation and liquidation of non operating funds”) prepared by the management of Ccoop Group Co.Ltd(000564) (hereinafter referred to as the “statement on the occupation and liquidation of non operating funds”).
Based on the statement of non Occupied Funds of the management on February 24, 2024
Prepared according to the actual situation of the occupation and liquidation of non operating funds of Dongdong and its related parties. The responsibility of the management of supply and marketing Daji is to prepare the statement of non operating fund occupation and settlement based on the true, legal and complete relevant materials and in accordance with the relevant regulations of Shenzhen Stock Exchange, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
Our responsibility is to review the statement on the occupation and repayment of non operating funds of Ccoop Group Co.Ltd(000564) controlling shareholders and their related parties prepared by the management of supply and marketing group. Our review is conducted in accordance with the practice standards of Chinese certified public accountants. The Chinese CPA practice standards require us to plan and implement the audit to obtain reasonable assurance about whether the information of the audit object is free from material misstatement. In the process of audit, we have implemented audit procedures that we consider necessary, including inquiry and verification of relevant materials and documents. We believe that our audit work provides a reasonable basis for expressing opinions.
After audit, we have not found any significant inconsistency between the non operating fund occupation and liquidation statement prepared by the management of supply and marketing group and the information obtained and understood in the process of our audit in all major aspects.
In order to better understand the occupation and repayment of non operating funds by the controlling shareholders of supply and marketing Daji and its related parties, it shall be in line with the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as the “reorganization plan”), as well as the civil ruling of 25 companies whose implementation of the reorganization plan has been approved by the higher people’s Court of Hainan Province The civil ruling of 25 companies whose reorganization plan has been executed by Hainan Provincial High Court shall be read together.
This report is only used to disclose the occupation and repayment of non operating funds of the controlling shareholders and their related parties in the supply and marketing collection, and shall not be used for other purposes. The consequences caused by improper use have nothing to do with the certified public accountant performing the business and the accounting firm.
ShineWing Certified Public Accountants (special general partnership) Chinese certified public accountant: Xue Yan
Chinese certified public accountant: Zhang Donghe
Beijing, China April 24, 2002
Ccoop Group Co.Ltd(000564)
Occupation of non operating funds by controlling shareholders and their related parties
Description of liquidation
Ccoop Group Co.Ltd(000564) (hereinafter referred to as the “company” or “supply and marketing collection”) conducted a special self-examination on the company and its subordinate companies in accordance with the requirements of the opinions of the State Council on further improving the quality of listed companies (GF [2020] No. 14). During the self-examination, it was found that the company’s shareholders and related parties occupied non operating funds and did not disclose guarantees, It also announced the special self inspection report on the governance of listed companies (hereinafter referred to as the “special self inspection report”) on January 30, 2021 and the supplementary announcement on the rectification plan for the self inspection report on February 9, 2021.
The higher people’s Court of Hainan Province (hereinafter referred to as “Hainan high court”) ruled to accept the reorganization application of relevant creditors of supply and marketing Daji and its 24 subordinate companies in February 2021; On October 31, 2021, Hainan high court issued a civil ruling on 25 companies involved in reorganization, ruling to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as the “reorganization plan”) and terminate the reorganization procedure; On December 31, 2021, the company and 24 subsidiaries received the civil ruling served by Hainan high court, which ruled that the implementation of the reorganization plan was completed.
1、 Occupation of non operating funds by controlling shareholders and their related parties and assets to be paid attention to
The special self inspection report of the company disclosed that the non operating funds occupied by the controlling shareholders and their related parties were 189995293 million yuan, and the assets to be concerned were 979.22 million yuan.
After the disclosure of the self inspection report, the monetary capital repayment of Shanghai Shangrong Supply Chain Management Co., Ltd. was RMB 13500 and that of Hunan Xiangle Trading Co., Ltd. was RMB 75 million; Due to the principal debtor’s failure to repay on time, the financial institution deducted RMB 494491 million according to the contract, forming the non operational occupation of the listed company by the controlling shareholder and its related parties. At the same time, the supply and marketing group transferred the balance of 979.22 million yuan of investment in Harbin Zhongguo Investment Development Co., Ltd. which needs to pay attention to the assets into other receivables. As of December 31, 2021, the total non operating capital occupation of the controlling shareholders and related parties of the company is RMB 19953185000.
2、 Settlement of fund occupation
The company solves the occupation of non operating funds by the above-mentioned controlling shareholders and their related parties in the following order:
1. Share repayment of trust plan
Supply and marketing Daji has declared its creditor’s rights to 321 companies including HNA Group for the occupation of non operating funds by the above-mentioned controlling shareholders and their related parties, and the right has been determined by Hainan high court.
In March 2021, Hainan high court ruled to accept the substantive merger and reorganization of 321 HNA companies, including HNA Group and HNA commercial Holding Co., Ltd., the controlling shareholder of the group. On October 31, 2021, Hainan high court ruled to approve the reorganization plan for the substantive merger and reorganization of 321 companies including HNA Group Co., Ltd. (hereinafter referred to as the “321 reorganization plan”) and terminate the reorganization procedures. According to the reorganization plan of 321 companies, the ordinary creditor’s rights are based on the creditors, and 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. The part of creditor’s rights exceeding the principal of 30000 yuan shall be repaid in accordance with the unified proportion with the share of general trust.
As of April 24, 2022, according to the provisions of the 321 reorganization plan, the special service trust for bankruptcy reorganization of HNA Group has been established, and the funds compensated by the 19953185000 yuan creditor’s rights declared and confirmed by supply and marketing Daji and the corresponding Trust shares have been transferred to the account of Hainan supply and marketing Daji Holding Co., Ltd., a subsidiary of supply and marketing Daji.
2. Stock compensation of major shareholders
For the part of the trust plan that cannot be paid off in full, according to the Ccoop Group Co.Ltd(000564) investor’s equity adjustment plan (hereinafter referred to as the “investor’s equity adjustment plan”) announced on September 16, 2021 and the Ccoop Group Co.Ltd(000564) announcement on the implementation of the conversion of capital reserve into share capital in the reorganization plan (hereinafter referred to as the “announcement on the implementation of the conversion of capital reserve into share capital”) announced on December 27, 2021, Based on the existing A-share shares, the supply and marketing group will use the capital reserve to increase the share capital. The 5972585396 shares obtained by HNA commercial Holding Co., Ltd. and its persons acting in concert and specific related parties (hereinafter referred to as “HNA commercial control and its related parties”) will be compensated to the supply and marketing group to solve the occupation of non operating funds of related parties formed by the controlling shareholders and related parties.
As of December 31, 2021, 5972585396 shares compensated by HNA commercial holding and its related parties to the company have been transferred to the special account for the disposal of Ccoop Group Co.Ltd(000564) bankrupt enterprise property, which is used to distribute to creditors to offset the debts of the listed company, introduce strategic investors in the future and improve the sustainable operation capacity of the company.
3、 Conclusion
As of April 24, 2022, the compliance problems of non operating funds occupied by the controlling shareholders of supply and marketing Daji and its related parties have been rectified. Attached table: Ccoop Group Co.Ltd(000564) controlling shareholder and its related parties non operating fund occupation settlement table
Ccoop Group Co.Ltd(000564)
April 24, 2002
Ccoop Group Co.Ltd(000564) controlling shareholders and their related parties non operating fund occupation settlement statement
Prepared by: Ccoop Group Co.Ltd(000564)
As of December 2021
Whether the 31 day non operating fund settlement method has solved the time occupation balance of the shareholder or related person’s name (10000 yuan)
The 47000000 large-scale supply and marketing of Hainan hankai zhuotang Network Technology Co., Ltd. solves the occupation of non recurring funds: in April 2022, Hainan Qide Yinghui Trading Co., Ltd. 40000000 1 According to the reorganization plan of Hunan Kaide Trading Co., Ltd. in February 2020, except that the debts of Hunan Kaide Trading Co., Ltd. were paid off in part by the cash of 32100 in February 2024, The remaining debts will be collected to the company since April 2022 and will be repaid with the trust plan shares established by the sponsors. section
From 13990675 to April 24, 2022, Hunan Xiangle Trading Co., Ltd. has obtained such non operating capital, which is the trust share occupied by 80000000 gold of Hunan Xiangle Trading Co., Ltd. in April 2022. In April 2022, HNA Logistics Group Co., Ltd. 6134554 2 According to the “supply and marketing Daji Group Co., Ltd. is the reorganization plan of 5028107 company and its 24 subsidiaries of Hainan Yisheng Daji Agricultural Technology Co., Ltd. in April 2022” and the “civil ruling is the 5245694 letter of HNA commercial Holding Co., Ltd. in April 2022” ruled by Hainan high court, the shareholder of supply and marketing Daji HNA commercial Holding Co., Ltd. and its one are
