Securities code: Hna Investment Group Co.Ltd(000616) securities abbreviation: St Haitou Announcement No.: 2022041 Hna Investment Group Co.Ltd(000616) 2021 annual report summary
1、 Important note: the summary of this annual report comes from the full text of the annual report. In order to fully understand the company's operating results, financial status and future development plan, investors should carefully read the full text of the annual report in the media designated by the CSRC. In addition to the following directors, other directors attended the meeting of the board of directors to consider the annual report in person
Name of director not present in person position of director not present in person reason for not attending the meeting name of the entrusted person
Tips on non-standard audit opinions √ applicable □ not applicable Dahua Certified Public Accountants (special partnership) has issued an audit report with qualified opinions for the company. The board of directors and the board of supervisors of the company have made detailed explanations on relevant matters, which should be read by investors. The profit distribution plan of common stock or the plan of converting accumulation fund into share capital in the reporting period reviewed by the board of directors □ applicable √ not applicable. The company plans not to distribute cash dividends, bonus shares or convert accumulation fund into share capital. Preferred stock profit distribution plan for the reporting period adopted by the board of directors □ applicable √ not applicable II. Basic information of the company 1. Company profile
Stock abbreviation: St Haitou Stock Code: Hna Investment Group Co.Ltd(000616)
Shenzhen Stock Exchange
Contact person and contact information secretary of the board of directors securities affairs representative
Name: Wang Yan, fan Lei
Office address: Hongyuan building, No.4, Jiuxianqiao Road, Chaoyang District, Beijing Hongyuan building, No.4, Jiuxianqiao Road, Chaoyang District, Beijing
1301 1301
Fax: 01058527521
Tel: 0105332108 Yoantion Industrial Inc.Ltd(301053) 321083
E-mail [email protected]. [email protected].
2. Introduction to main business or products during the reporting period
1. Real estate business
The company's Tianjin Yicheng Tangting project has basically completed the sales of marketable products. At present, the project is in the final stage of all kinds of work, with only individual loft apartments and more than 500 stock parking spaces. During the reporting period, the company has fully completed the property acceptance and handover with Centennial life, and the sales revenue of Tianjin Yicheng Tangting project in 2021 is 324700 yuan.
2. Fund management and investment business
(1) invest abroad and become a partner of Dalian Zhongcheng Co., Ltd
On December 18, 2019, the company held the 15th meeting of the 8th board of directors to consider and approve the proposal that the subsidiary Dalian Feiyue cultural industry development partnership (limited partnership) (hereinafter referred to as "Dalian Feiyue") become the limited partner of Dalian Zhongcheng cultural industry development partnership (limited partnership) (hereinafter referred to as "Dalian Zhongcheng") by making a cash contribution of 1 billion yuan.
According to the partnership agreement: "before the company becomes the general partner / executive partner of Dalian Zhongcheng and Dalian Zhongcheng obtains the control of Tianjin Gezhi entrepreneurship Technology Co., Ltd. (" Tianjin Gezhi "), Wang Minrong and Zhang Zhiqiang promise that the company can realize an annual investment income of no less than 9% in the partnership (based on the paid in capital contribution of the company and calculated from the date when the paid in capital contribution of the company is in place)." At the same time, Wang Minrong and Zhang Zhiqiang issued the performance commitment letter to the company, Commitment: "Wang Minrong and Zhang Zhiqiang will strictly abide by the partnership agreement of Dalian Zhongcheng cultural industry development partnership (limited partnership) To fulfill its commitment to guarantee the investment income of the company, and will increase its contribution to Tianjin Gezhi to no less than 300 million yuan in the next 12 months; When the compensation obligation of Wang Minrong and Zhang Zhiqiang is triggered due to insufficient income, the distributable income of Dalian Zhongcheng and Tianjin Gezhi enjoyed by Wang Minrong and Zhang Zhiqiang will be used as the top priority; If the above amount is insufficient, the equity of Tianjin Gezhi held shall be mortgaged, and the compensation obligation shall be completed by raising funds within 12 months of the occurrence of the insufficient amount. If it is not completed in time, the equity of Tianjin Gezhi with corresponding value will be offset to the company. "
On April 28th, 2024, the partnership agreement between Dalian Zhongning film and Television Industry Development Co., Ltd. and Zhang Zhiqiang, a wholly-owned partner of Dalian Zhongning film and Television Industry Development Co., Ltd., was reviewed and approved by the 28th board meeting of the partnership, The general partner of Dalian Zhongcheng was changed from Dalian Moby Dick marine Legend Culture Tourism Co., Ltd. to Haining Aobo film and Television Culture Co., Ltd. (now renamed Wuhu Aobo film and television media Co., Ltd., hereinafter referred to as "Wuhu Aobo"). At the same time, Wang Minrong and Zhang Zhiqiang promise that Dalian Feiyue can realize no less than 9% of the investment income in the partnership every year. Based on the paid in capital contribution of Dalian Feiyue, the starting date is changed to the completion date of the industrial and commercial change of Dalian Feiyue's occupation of Dalian Zhongcheng (August 10, 2020). For details, see the announcement on the progress of foreign investment in the establishment of partnership (Announcement No.: 2021034) disclosed by the company on April 30, 2021.
As of the disclosure date of the company's 2021 annual report, Dalian Feiyue, a wholly-owned subsidiary of the company, has not yet become the general partner of Dalian Zhongcheng. One year has passed since the completion of the industrial and commercial change of Dalian flyover into Dalian Zhongcheng (i.e. August 10, 2020), and the company has not received the above annualized investment income of 9% (90 million). Wang Minrong and Zhang Zhiqiang have fulfilled their commitments for one year, but the other party has not fulfilled their commitments.
Based on the above situation, in order to safeguard the company's value and shareholders' rights and interests, the company has issued the notice of undertaking guarantee liability to the other party for many times in the early stage. Since the company has not yet become the general partner of Dalian Zhongcheng cultural industry development partnership (limited partnership), the company informed Wang Minrong and Zhang Zhiqiang that they need to pay the promised investment income in time and increase their contribution to Tianjin Gezhi venture Technology Co., Ltd. to no less than RMB 300 million.
If Wang Minrong and Zhang Zhiqiang (collectively referred to as the "guarantor") fail to complete the above commitments in time, the company will further investigate their relevant legal liabilities according to the performance commitment letter issued by the guarantor, and will take relevant legal means to safeguard the legitimate rights and interests of the company.
On April 27, 2022, the company received the notice from Wuhu Aobo, the general partner of Dalian Zhongcheng. In order to properly solve the problem that Wang Minrong and Zhang Zhiqiang promised not to perform the contract and reduce the possible risks to the project, through communication with Wang Minrong, Zhang Zhiqiang and the partners of the Asian Games Village project, the executive partner negotiated with Zhang Zhiqiang, Wang Minrong and Tianjin Shizhu to adjust the preliminary cooperation scheme. The specific adjustments are as follows: (1) Dalian Zhongcheng transferred its 49.21% equity of Tianjin Gezhi to Tianjin Shizhu at a price of 1 billion yuan; (2) Dalian Zhongcheng directly signed a house lease contract with Tianjin Shizhu and prepaid 1 billion yuan of rent to Tianjin Shizhu; (3) The above payment obligations of Tianjin Shizhu and Dalian Zhongcheng offset each other; (4) After the completion of the above transaction, Dalian Zhongcheng will prepay Tianjin Shizhu 1 billion rent, and Tianjin Shizhu holds 49% equity of Tianjin Gezhi. Since then, Dalian Zhongcheng will no longer hold the equity of Tianjin Gezhi, and Dalian Zhongcheng will obtain the 20-year lease right of the Asian Games Village project. As of April 27, the agreements and other transaction texts involved in the above scheme adjustment have been signed, and the 1 billion yuan of creditor's rights and debts paid by Dalian Zhongcheng and Tianjin Shizhu have been offset. For details, see the company's announcement 2022025: Announcement on the progress of foreign investment in the establishment of partnership on April 29.
According to the feedback from the executive partner, the curtain wall works of the Asian Games Village project have been completed by 85%, the waterproofing and backfilling of the basement roof have been completed by 100%, and the backfilling of the room core has been completed by 100%. The construction of secondary structure masonry and installation is completed by 100%, the construction of aerated block in block a is completed by 100%, and the construction of aerated block in Block B is completed by 95%. 100% of electromechanical installation works and pipeline construction, 100% of basement pipeline installation, 95% of main shaft construction, 55% of aboveground pipeline construction, 45% of equipment room construction and 90% of fire protection and other professional installation; The construction of fine decoration model layer is completed and confirmed, and large-scale construction will be carried out in November; Plans for small municipal gardens are under negotiation.
It is expected to complete the planning acceptance, fire control acceptance, energy-saving acceptance, surveying and mapping and completion acceptance in March 2023, and obtain the completion acceptance filing procedures, case name, house number and initial registration of house ownership. It is expected to be put into operation in the second quarter of 2023.
(2) REITs project on 34th Street in Manhattan (Iron Lion Gate phase I)
The company invested in the REITs project on 34th Street in Manhattan in 2015. After deliberation at the 17th meeting of the 8th board of directors and the first extraordinary general meeting in 2020, the acquisition of 59% of the fund share of Hainan Hengxing Juyuan equity investment fund partnership (limited partnership) (hereinafter referred to as "Hengxing Juyuan"), a domestic partnership of the project, was approved; After deliberation at the 26th meeting of the 8th board of directors, the acquisition of 5.14% fund shares of Hengxing Juyuan was adopted; After deliberation at the 27th meeting of the eighth board of directors and the first extraordinary general meeting of shareholders in 2021, the acquisition of 10.83% fund shares of Hengxing Juyuan was approved. Up to now, the company holds 82.11% of the fund shares of Hengxing Juyuan, the relevant industrial and commercial change procedures have been completed, and the financial statements of Hengxing Juyuan have been consolidated.
According to the 2021 annual operation report of REITs project on 34th Street in Manhattan: in terms of construction progress, strive to complete it in August 2022 and obtain TCO (temporary occupation permit). In 2021, the project completed several important milestone tasks: the capping of reinforced concrete structure, the construction of glass curtain wall has been basically completed, and the leased space has been delivered to tenants Pfizer and Debevoise & Plimpton. At present, the tenants are promoting the decoration of their leased space. Lease progress: on December 30, 2021, a new lease was signed for the project. The tenant is a health management company, with a total of 5 tenants. At the beginning of January 2022, the project signed a lease letter of intent with a global investment bank. If the signing of the lease can be successfully completed, the pre leased area will reach 67% - 68%. At present, the project continues to promote communication and negotiation with potential tenants such as technology companies, law firms and real estate investment companies.
⑶ reconstruction REITs project of Macy's department store (tieshimen phase III)
In May 2020, the company completed the capital increase of 1399615 million yuan for Haitou No. 1 in accordance with the partnership agreement, which was supplementary deliberated and adopted at the 24th Meeting of the eighth board of directors of the company. In September 2020, the company approved the acquisition of 9.78% partnership share of Haitou No. 1, a domestic partnership of the project, after deliberation at the 19th meeting of the eighth board of directors. During the reporting period, the company increased the capital of Haitou No. 1 by 5.0345 million yuan. Up to now, the company holds 87.60% of the partnership share of Haitou No. 1.
According to the 2021 annual operation report of Macy's department store reconstruction REITs project: in terms of construction progress, it was basically completed in January 2021, and TCO (temporary occupation permit) was obtained on January 28, 2021. At present, the construction activities are limited to the improvement of a small part of the details of the building and the establishment of the entrance of the independent Hall of the tenant St. Francis school, which is expected to be completed in the second quarter of 2022. In terms of lease progress, the whole lease contract was signed with whittle school on January 31, 2020. Because whittle school violated the terms of the lease, Iron Lion Gate terminated the lease with whittle school according to the agreement, and confiscated the tenant's deposit of $43 million. Iron Lion Gate signed a lease agreement with St. Francis school on May 18, 2021, with a lease area of about 255000 square feet. At present, iron lion gate is continuing to look for tenants.
In terms of litigation progress, on October 27, 2021, HNA investment and tieshimen reached an agreement to suspend the cross examination procedure and plan to promote the second round of settlement. Subsequently, it is proposed to settle the case disputes by means of reconciliation as soon as possible.
3. Pension business
In 2021, facing the tense environment of repeated covid-19 epidemic in China, the company steadily developed the elderly care business through its wholly-owned subsidiary Beijing Yangzheng Investment Co., Ltd. (hereinafter referred to as "YangZheng investment"), based on heyuejia international elderly care community located in the core area of Shijingshan, Beijing, and continuously improved the management quality and accumulated cooperation resources, so as to lay a solid foundation for the accumulation and development of the follow-up health care industry. The details of operation during the reporting period are as follows: ⑴ continuous and stable operation and continuous improvement of quality
Facing the severe test of covid-19 epidemic, heyuejia international nursing community maintained safe and stable operation. Covid-19 pneumonia was confirmed and suspected to be 0 cases, and continued to maintain the two-star level of Beijing elderly care institutions. Following the first batch of designated service institutions of Shijingshan long-term care insurance, heyuejia international nursing community won the title of "excellent nursing service institution of Shijingshan District long-term care insurance" from 2020 to 2021; In August 2021, heyuejia international nursing community won the "excellent award for healthy and nutritious lunch" and "2021 Model Award for quality and health around Beijing". In 2021, heyuejia international nursing community team achieved good results in nursing skill competitions for many times. Adhering to the service concept of "care, respect, professionalism and sincerity", build four service features of "care, entertainment, food and residence". Heyuejia international nursing community provides a full range of professional elderly care services including self-care, assistance, care and rehabilitation for the middle and high-end elderly customers in the city, so as to create the most representative and growing elderly population in China
