Hna Investment Group Co.Ltd(000616) board of directors
Special note on qualified opinion audit report
Hna Investment Group Co.Ltd(000616) (hereinafter referred to as “HNA investment” or “the company”) the financial report of 2021 was audited by Dahua Certified Public Accountants (special general partnership), which issued an audit report with qualified opinions and emphasized items for the company. The board of directors of the company made special explanations on the matters involved in the audit report as follows:
1、 Details of matters covered by the qualified opinion
(I) as stated in note 11 to the financial statements and (V) 4 related party guarantee of related party transactions, as of December 31, 2021, the balance of guarantee principal provided by HNA investment company for related parties was 14841054 million yuan. As of the date of financial statements, the guarantee liability had not been relieved. These guarantees provided for related parties failed to fulfill the corresponding approval procedures such as the board of directors and the general meeting of shareholders. Among them, the guarantee provided for the loan of RMB 1464 million of HNA Logistics Group Co., Ltd. has not been decided, and HNA investment company has not expected the financial impact of the guarantee. We are also unable to implement effective audit procedures to obtain sufficient and appropriate audit evidence to determine the impact of providing guarantees for related parties on the company’s financial statements.
(II) as stated in note 7 of note 6 to the financial statements, as of December 31, 2021, the book value of the long-term equity investment in Dalian Zhongcheng cultural industry development partnership (limited partnership) (hereinafter referred to as “Dalian Zhongcheng”) was 999853 million yuan. As HNA investment company failed to provide the audit report, evaluation report and other relevant materials of Dalian Zhongcheng, we were unable to implement the necessary audit procedures and obtain sufficient Appropriate audit evidence. Therefore, we are unable to determine the book value of the equity investment and whether it is impaired, whether it is necessary to adjust the asset impairment loss, investment income and other items in the financial statements, or the amount to be adjusted.
(III) HNA investment company received the notice of filing a case (Zheng Jian Li Jian Zi No. 0212021) from China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 16, 2021. Due to suspected illegal information disclosure, the CSRC decided to file a case against HNA investment company in accordance with the Securities Law of the people’s Republic of China, the administrative punishment law of the people’s Republic of China and other laws and regulations. As of the approval date of this report, as the final conclusion of the investigation has not been reached, we cannot judge the possible impact of the investigation results on the company’s financial statements.
2、 Highlight content
In April 2022, the company received the letter of commitment issued by Hangzhou Huating yunqi resort Co., Ltd. (hereinafter referred to as “Hangzhou yunqi”) to the company. Hangzhou yunqi promises to provide guarantee for the compensation liability of HNA investment company for the violation guarantee of 1464 million yuan and 201054 million yuan provided by HNA logistics and HNA commercial control respectively to the extent of all its real estate and corresponding land use right (the asset evaluation value is 401918100 yuan). The compensation liability includes but is not limited to the principal, interest, liquidated damages, damages and all expenses arising therefrom. As of the approval date of the financial report, the mortgage procedures are still being handled.
3、 Relevant explanations of the board of directors on the matters involved in the audit opinion
The board of directors of the company respects the qualified opinion audit report issued by Dahua Certified Public Accountants (special general partnership). The description of the matters involved objectively reflects the actual situation of the company. We understand and recognize the opinion. In view of the above, the board of directors of the company will strive to take corresponding and effective measures to eliminate the matters involved in the reserved opinions as soon as possible, effectively safeguard the legitimate rights and interests of listed companies and shareholders, especially minority shareholders, and promote the sustainable development of the company. The board of directors will actively urge the implementation of various rectification measures and complete the rectification as soon as possible.
3、 Specific measures to eliminate the matter and impact
The board of directors of the company attaches great importance to the contents of the qualified opinions put forward by the accountants in this annual audit. In view of the above matters in the audit report, the board of directors and management of the company take the following measures:
1. Fully promote the cancellation of related party guarantee
(1) the company does not give up the possibility of negotiation and settlement with Longjiang bank
(2) the company sued Longjiang bank for providing 1464 million yuan guarantee for HNA logistics in March, and the court filed a case on March 14, 2022. In the future, the litigation process will be accelerated in order to solve it as soon as possible. (3) the company received the commitment letter from the related party Hangzhou yunqi on April 15, 2022, signed the mortgage contract on April 27, and is currently handling the mortgage according to the process. Subsequently, the company accelerated the progress and actively communicated with relevant units of mortgage registration, so as to complete the formalities as soon as possible.
2. Foreign investment matters
The company continues to strengthen post investment management, strengthen communication with the executive partner Wuhu Aobo, actively urge them to organize and arrange the audit and evaluation of Dalian Zhongcheng, and strive to obtain the audit report, evaluation report and other relevant materials of Dalian Zhongcheng as soon as possible, so that the audit institution can obtain sufficient and appropriate audit evidence and clarify the special verification opinions on whether to eliminate the impact.
3. Investigation matters
The company will continue to, as always, actively cooperate with the regulatory authorities in case filing and investigation, and strive to close the case as soon as possible.
4. Continuously strengthen internal control management
The company will improve various internal control systems, take various positive and effective measures, comprehensively strengthen control, continuously optimize the company’s business approval and management process, and further improve the corporate governance structure, internal control system and risk prevention mechanism. Strengthen the study of relevant laws, regulations and normative documents of listed companies, further standardize the corporate governance and the operation mechanism of the three committees, strengthen the code of conduct of directors, supervisors and senior managers, constantly improve the corporate governance structure of the company, improve the standardized operation level of the company, and promote the healthy and sustainable development of the company. It is hereby explained.
Hna Investment Group Co.Ltd(000616)
Board of directors
April 28, 2002
