Stock Code: Hna Investment Group Co.Ltd(000616) stock abbreviation: St Haitou Announcement No.: 2022022
Hna Investment Group Co.Ltd(000616)
Suggestive announcement on the change of actual controller
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.
Important:
1. Reasons for this equity change: Hna Investment Group Co.Ltd(000616) (hereinafter referred to as “HNA investment”, “listed company” or “company”) the controlling shareholder HNA Capital Group Co., Ltd. (hereinafter referred to as “HNA capital”) and its concerted action shareholder HNA Investment Holding Co., Ltd. (hereinafter referred to as “HNA investment holding”) implemented the reorganization plan for substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. (hereinafter referred to as “HNA capital”)“ Reorganization plan “). 2. Changes in equity this time: HNA capital, the controlling shareholder of HNA investment, remained unchanged, and the actual controller was changed from Hainan Cihang public welfare foundation to no actual controller.
1、 Background of this change of control
For the process of bankruptcy and reorganization procedure of HNA Group Co., Ltd. (hereinafter referred to as “HNA Group”), the indirect controlling shareholder of HNA investment, the controlling shareholder HNA capital and the shareholder of HNA investment holding acting in concert, see the suggestive announcement on the application for reorganization of the controlling shareholder and its related parties by creditors disclosed by the company on January 30, 2021 The announcement on the court’s ruling to accept the reorganization of controlling shareholders and their related parties disclosed on February 10, 2021, and the announcement on the court’s ruling on the reorganization of persons acting in concert of controlling shareholders disclosed on March 16, 2021 The announcement on the convening and voting results of the second creditors’ meeting on the reorganization of controlling shareholders and important shareholders disclosed on October 24, 2021 and the announcement on the court’s ruling to approve the reorganization plan of controlling shareholders and important shareholders disclosed on November 1, 2021.
On April 24, 2022, the company received the notice from the indirect controlling shareholder HNA Group. The main contents are as follows: “on April 24, 2022, HNA Group received the civil ruling [(2021) qiongpo No. 383)] served by Hainan Higher People’s 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., and the ruling was final.”
2、 Basic information of this change of control
According to the reorganization plan, 321 companies including HNA Group adjusted their equity structure to the equity structure specified in the reorganization plan due to the implementation of the reorganization plan, resulting in the change of the actual controller of the company (hereinafter referred to as “this change”).
(I) changes in major shareholders of the company
After the completion of this change, HNA capital still holds A-Shares of the company, with a shareholding ratio of 19.98%. It is the largest shareholder of the company and the voting rights of the shares of the listed company that can be actually controlled by Haitou Holdings (holding 0.29%) acting in concert with it, which is enough to have a significant impact on the resolutions of the general meeting of shareholders of the company, and HNA capital is still the controlling shareholder of the listed company.
Before and after this change, the shareholding changes of the controlling shareholders of the listed company and their persons acting in concert are as follows:
Name of shareholder before and after this equity change
Number of shares (shares) shareholding ratio (%) number of shares (shares) shareholding ratio (%)
HNA capital 28577642319.98
Haitou Holdings 41356730.2941356730.29
(II) change of actual controller of the company
According to the information disclosure obligor HNA Industry Group Co., Ltd. (hereinafter referred to as “HNA industry”) The detailed equity change report prepared by Hainan HNA No.2 Trust Management Service Co., Ltd. (hereinafter referred to as “No.2 trust management”): “due to the implementation of the reorganization plan, the controlling shareholders of HNA capital and HNA industry have been changed from HNA Group to No.2 trust management without actual controller. The controlling shareholder of No.2 trust management is trust without actual controller.” The actual controller of the company was changed from Hainan Cihang public welfare foundation to no actual controller.
1. Before this change, the equity control relationship of the company is as follows:
2. After this change, the equity control relationship of the company is as follows:
3. Basic information of Hainan HNA No.2 Information Management Service Co., Ltd
Enterprise name: Hainan HNA No.2 Information Management Service Co., Ltd
Registered address: 25th floor, new HNA building, No. 7, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Legal representative: Zhao Quan
Registered capital: 1 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Code for unified social credit 91460000maa95c8f7f
Date of establishment: November 10, 2021
Business term: November 10, 2021 to November 9, 2071
Engaging in investment activities with its own funds; Information consulting services (excluding licensed information consulting services); Consulting on business scope of enterprise management; Financing advisory services; Information technology consulting services; Socio economic advisory services; Bankruptcy liquidation services (general business projects are operated independently, and licensed business projects are operated with relevant licenses or approval documents) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments.)
The controlling shareholder of Hainan HNA No.2 Trust Management Service Co., Ltd. is the special service trust for bankruptcy and reorganization of HNA Group (hereinafter referred to as the “trust”), which is a trust for the implementation of the reorganization plan, with a consortium composed of CITIC Trust Co., Ltd. and Everbright Xinglong Trust Co., Ltd. as the trust trustee and all creditors of 321 companies such as HNA Group as the beneficiaries. The basic information of the trust is as follows:
(1) Management structure of the trust itself
① Beneficiary assembly
According to the reorganization plan, the highest authority of the special service trust for bankruptcy reorganization of HNA Group is the beneficiary assembly, which has the right to decide all major matters of the trust. The beneficiary Congress is composed of all creditors who have received the trust shares to pay off their debts. At present, the debt repayment of Trust shares is in progress, and the creditor has not yet completed the receipt of Trust shares. According to the estimated number of creditors to be paid off by the trust, the number of beneficiaries is about 20000; Moreover, the shares held by the beneficiaries will be highly dispersed. When the creditor institutions and branches are combined, it is expected that about 10 creditors will hold more than 1% of the shares, with a total of no more than 20% (among which the highest proportion of the beneficiaries is about 3-4%) (finally, it shall be subject to the actual shares received by the creditors). It is far from the standard of attendance. The resolution can be adopted only with the consent of more than half or two-thirds of the voting rights present.
Since the beneficiaries are mainly financial institutions and there is no concerted action relationship between them, no beneficiary can independently control the resolution made by the general meeting of beneficiaries or exert significant influence.
② Management Committee
A management committee is set up under the beneficiaries’ meeting to manage the trust affairs according to the resolutions and authorization of the beneficiaries’ meeting. It is composed of 19 members, including 18 creditor representatives and 1 debtor representative. The members must be elected and appointed by the beneficiaries’ meeting. The qualification criteria of creditor representative members include legality and compliance, the number of shares held (the shares need to be ranked higher in their seat category), and no concerted action relationship with each other. The resolution can only be passed with the consent of more than half or two-thirds of all members.
Although the first member has not been elected at present, no member of the creditor representative committee can control the management committee to make resolutions or exert significant influence because they do not have a relationship of concerted action.
③ Trustee
The trust trustees are CITIC Trust Co., Ltd. and Everbright Xinglong Trust Co., Ltd. From the date of establishment of the trust, perform matters related to the service trust of affairs management. The trust contract clearly stipulates that the trustee shall “represent the special service trust and exercise the shareholder’s rights in the name of the No. 2 Trust Management shareholder according to the needs of the trust and the decisions and authorization of the beneficiaries’ meeting and the management committee”. In addition, the trustee is mainly responsible for opening and maintaining the trust collection account and special trust account, handling the trust related registration procedures, taking charge of the beneficiary’s information and data entry and maintenance, daily contact, special line Q & A, collection and review of trust share transfer materials and system entry, and developing and maintaining the trust related information system.
Therefore, the trustee carries out the trust affairs according to the decisions and authorization of the beneficiary’s Congress and the management committee, and has no active decision-making power, so it cannot control the trust.
(2) On the specific operation mechanism of the underlying listed companies
Trust and No. 2 trust management do not directly hold the equity of any listed company, and its subordinate enterprises directly holding the equity of the listed company will exercise their shareholders’ rights at the general meeting of shareholders of the listed company. The relevant provisions of the trust on how the subordinate enterprises of No. 2 trust management exercise shareholders’ rights on major matters of the underlying enterprises are mainly as follows:
① The exercise of shareholders’ rights by No. 2 credit management over the underlying enterprises shall meet the regulatory provisions of the regulatory authorities on strongly regulated enterprises such as public companies and financial institutions, and shall not damage their independence. If the articles of association of public companies and financial institutions have special provisions on shareholders’ decision-making matters, the provisions of the articles of association shall prevail.
② The election and appointment of directors of listed companies shall be decided by the management committee before exercising shareholders’ rights.
③ Asset disposal, asset introduction, new investment, new investment and guarantee matters will be decided by the board of directors, management committee or beneficiary meeting of No. 2 trust management respectively according to the amount of the subject matter involved.
④ If other daily matters need to be considered by the general meeting of shareholders, the rights of shareholders can be exercised only after the decision of the board of directors of No. 2 credit management.
(3) Composition of the board of directors of No. 2 credit management
There are 9 members of the board of directors of No. 2 trust management, of which 7 are selected from the operation and management team of No. 2 trust management, and 2 are recommended by the two trustees respectively and appointed by the decision of the management committee.
The nine members of the board of directors are not related to each other, there is no concerted action arrangement, no director can control the board of directors to make resolutions or exert significant influence, and no director can decide on the appointment of the president, vice president and financial principal of No. 2 credit management.
4. Description of no actual controller
(1) According to Article 5 of the measures for the administration of the acquisition of listed companies of the CSRC and article 15.1 (VI) of the Listing Rules of Shanghai Stock Exchange (revised in 2022), the actual controller is defined as: the actual controller refers to the natural person, legal person or other organization that can actually control the company’s behavior through investment relations, agreements or other arrangements. In addition, according to Article 84 of the measures for the administration of the acquisition of listed companies: under any of the following circumstances, In order to have the control of the listed company: “(I) the investor is the controlling shareholder holding more than 50% of the shares of the listed company; (II) the investor can actually control more than 30% of the voting rights of the shares of the listed company; (III) the investor can decide the election of more than half of the members of the board of directors of the company through the actual control of the voting rights of the shares of the listed company; (IV) The voting rights of the listed company’s shares that investors can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders; (V) other circumstances recognized by the CSRC. “
It is necessary to consider not only the reasons for the formation of the controlling person and the actual influence of the controlling person, but also the actual reasons for the formation of the controlling person.
(2) According to the detailed equity change report prepared by the information disclosure obligor HNA industry and No. 2 trust management, after this change: HNA industry holds 100% equity of the company’s shareholder Haitou holding and is the only shareholder of Haitou holding, and No. 2 trust management holds 100% equity of HNA industry and is the only shareholder of HNA industry; No. 2 trust management holds 100% equity of HNA capital, the controlling shareholder of the company, and is the only shareholder of HNA capital; The trust holds 100% equity of No. 2 trust management.
Note: the shares held by the beneficiaries will be highly dispersed. When the creditor institutions and branches are combined, it is expected that about 10 creditors will hold more than 1% of the shares, and the total will not exceed 20% (among which the highest proportion of the beneficiaries is about 3-4%) (finally, the actual shares received by the creditors shall prevail)
The above figure is the equity structure diagram of the trust indirectly holding the interests of the listed company. For the institutions that may affect the decisions of the shareholders of the listed company according to the trust contract, i.e. the general meeting of trust beneficiaries, the trust management committee and the board of directors of No. 2 trust management, no member or subject can control these institutions to make resolutions or exert significant influence, and thus can not control No. 2 trust management, as the indirect controlling shareholder of the listed company, to exercise shareholder rights. In conclusion, the information disclosure obligor has no actual controller.
3、 Other situations
1. For the details of the change of the actual controller of the company, please refer to the short form equity change report prepared by the information disclosure obligor HNA Group and the detailed equity change report prepared by the information disclosure obligor HNA industry and No. 2 Trust Management on the same day.
2. The information disclosure media designated by the company are securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.), All information of the company shall be subject to the information published in the above designated media.
Please pay attention to relevant announcements, make prudent decisions and pay attention to investment risks.
It is hereby announced
Hna Investment Group Co.Ltd(000616) board of directors
April 28, 2002
