Securities code: Hna Investment Group Co.Ltd(000616) securities abbreviation: St Haitou Announcement No.: 2022045 Hna Investment Group Co.Ltd(000616)
Reply to the letter of concern of Shenzhen Stock Exchange
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. Risk tips:
1. The reason for this mortgage guarantee registration is different from the ordinary financing mortgage guarantee business. The materials and processes required for handling the formalities need to be communicated and coordinated with the relevant competent departments of mortgage registration. There is still uncertainty as to whether and when it can be completed. The specific situation shall be subject to the subsequent announcement. Dear Management Department of Shenzhen Stock Exchange:
Hna Investment Group Co.Ltd(000616) (hereinafter referred to as “the company” or “HNA investment”) received the letter of concern on Hna Investment Group Co.Ltd(000616) from the management department of your firm on April 22, 2022 (company department’s attention letter [2022] No. 225) (hereinafter referred to as “the attention letter”). Recently, the company actively organized relevant parties to carefully analyze and verify the matters involved in the attention letter one by one, and now reply and explain the problems in the attention letter:
On April 16, 2022, your company disclosed the announcement on the company’s acceptance of guarantee from related parties. Your related party Hangzhou Huating yunqi resort Co., Ltd. (hereinafter referred to as “Hangzhou yunqi”) issued a letter of commitment to your company, which is limited to the property ownership with an area of 2454531 square meters and the value of the land use right with a corresponding area of 55153 square meters in Meiling South Road, Lingyin street, Xihu District, Hangzhou, Provide guarantee for the compensation liability of your company for the principal guarantee of RMB 1.484 billion provided by your company to HNA commercial Holding Co., Ltd. (hereinafter referred to as “HNA commerce”) and HNA Logistics Group Co., Ltd. (hereinafter referred to as “HNA logistics”). Our department is concerned about this. Please verify and explain the following issues:
1. The letter of commitment stipulates that if Hangzhou yunqi undertakes relevant compensation liability to the bank on behalf of your company, Hangzhou yunqi promises to give up recourse to your company. Your company does not need to pay fees to Hangzhou yunqi due to the guarantee provided by Hangzhou yunqi. Subsequently, your company plans to sign a real estate mortgage contract with Hangzhou yunqi according to the letter of commitment and go through the mortgage procedures. Please explain the signing progress and specific contents of the real estate mortgage contract, the specific conditions of the mortgaged real estate and land and the mortgage period. If your company is liable for compensation for providing illegal guarantee, whether the relevant mortgaged assets are disposed of by your company, if the amount of disposal of relevant assets is lower than the compensation liability actually borne by your company, and the specific solutions to the remaining compensation liability; If the relevant amount is higher than the compensation liability actually borne by your company, does your company need to return the relevant amount to Hangzhou yunqi.
[reply]:
At present, the company’s real estate mortgage contract has been signed on April 27, 2022. The specific contents are as follows:
“Mortgagor (Party A): Hangzhou Huating Yunqi Resort Hotel Co., Ltd
Mortgagee (Party B): Hna Investment Group Co.Ltd(000616)
Article 1 the real estate used by Party A as collateral is located in building 3 to building 10, No. 1, Meiling South Road Street, Lingyin street, Xihu District, Hangzhou (a total of 8 buildings), with a building area of 2454531 m2 and a floor area of 55153 m2. Article 2 according to the letter of commitment, Party A and Party B confirm that the mortgagor is Hangzhou Huating Yunqi Resort Hotel Co., Ltd. and the mortgagee is Hna Investment Group Co.Ltd(000616) .
Article 3 the value of the above-mentioned real estate is RMB four hundred and one million nine hundred and eighteen thousand and eighty (in words) and RMB 401918080 (in figures) as assessed by the real estate appraisal agency. According to the letter of commitment, both parties confirm that the amount (principal) of the subject matter of Party B’s creditor’s rights: four hundred and one million nine hundred and eighteen thousand one hundred yuan (in words), 401918100 yuan (in figures), and the mortgage rate is 100%.
Article 4 the ownership of the above real estate shall be clear to Party A. In case of property right dispute or creditor’s rights and debts, Party A shall be responsible for clearing up and bear the civil litigation liability. Party A shall be responsible for compensating the economic losses caused to Party B. Article 5 Party A and Party B have fully understood the current situation of the mortgaged assets and reached an agreement that the assets mortgaged by Party A are the current situation mortgage.
Article 6 during the mortgage period, Party A shall not transfer, buy, sell or lease the mortgaged real estate without authorization, and shall not repeatedly set the mortgage. Without the written consent of Party B, the above acts shall be null and void.
Article 7 during the mortgage period, in case of division or merger of Party A, the mortgaged real estate party shall bear or respectively bear the obligations specified in this contract. If Party A is declared dissolved or bankrupt, Party B has the right to require the disposal of its mortgaged real estate in advance.
Article 8 during the term of validity of this contract (the term of validity of the contract is the mortgage term, which is valid within 3 years from the date of signing), if Party B needs to change the terms of this contract or extend the mortgage term, it shall negotiate with Party A amicably.
Article 9 after this contract takes effect, either Party A or Party B shall not change or terminate the contract without authorization. If it is necessary to change or terminate this contract, both parties shall reach a written agreement through consultation. Before the agreement is reached, all terms of this contract shall remain valid.
Article 10 disputes arising from the performance of this contract shall be settled by both parties through negotiation; If consultation fails, they shall bring a suit in a people’s court according to law.
Article 11 during the mortgage period, when the mortgaged real estate is demolished and reconstructed, party a must inform Party B in time, change the mortgage contract or repay the principal and interest of Party B with the compensation for real estate demolition according to the specific situation, and jointly go through the relevant registration procedures with the registration authority.
Article 12 upon the expiration of the mortgage, if the debtor cannot repay the principal and interest of the debt and fails to reach an extension agreement with Party B, the mortgaged real estate shall be disposed of according to legal procedures and the principal and interest of the debt shall be paid off. If there is any surplus after paying off the principal and interest of the debt, Party B shall return it to Party A.
Article 13 matters not covered in this contract shall be handled in accordance with the provisions on the administration of real estate mortgage and relevant national, provincial and municipal regulations.
Article 14 this contract shall be valid only after being signed and sealed by both parties and registered by the real estate market management department. ” The company has announced the above contract matters on April 29, 2022.
After inquiring the real estate registration information of Hangzhou, the real estate and land involved in the mortgage contract are not sealed up or mortgaged.
According to the contract content: the term of validity of the contract is the mortgage term, which is valid for 3 years from the date of signing (April 27, 2022); If the company is liable for compensation due to illegal guarantee, the relevant mortgaged assets will be disposed of by the company, and the company will deal with the mortgaged real estate according to legal procedures to pay off the principal and interest of the debt; When the mortgage expires, if Hangzhou yunqi cannot repay the principal and interest of the debt and has not reached an extension agreement with HNA investment, the mortgaged real estate shall be handled according to legal procedures to pay off the principal and interest of the debt; If there is any surplus after paying the principal and interest of the debt, HNA investment shall be returned to Hangzhou yunqi.
In the mortgage contract, there is no clear agreement on “if the disposal amount of relevant assets is lower than the compensation liability actually undertaken by your company, the specific solutions to the remaining compensation liability”.
2. The announcement shows that the mortgage procedures of the above mortgaged assets are being handled, and there is uncertainty about when and whether the mortgage procedures can be completed. Please explain your company’s progress in handling the above asset mortgage procedures so far, and the specific measures and expected settlement period for your company to lift the illegal guarantee of RMB 1.484 billion provided by HNA commerce and HNA logistics.
[reply]:
The board of directors, the board of supervisors and the management of the company attach great importance to the lifting of relevant illegal guarantees, actively communicate with shareholders and related parties, fully promote the lifting of related guarantees, and strive to solve relevant problems as soon as possible. At present, relevant formalities are being prepared according to the requirements of the mortgage registration unit. Due to the reasons for the registration items of this mortgage guarantee, which is different from the ordinary financing mortgage guarantee business, the materials and processes required for handling the formalities need to be communicated and coordinated with the relevant competent departments of mortgage registration. There is still uncertainty as to whether and when it can be completed.
With regard to the cancellation of the guarantee of Longjiang bank, the company’s specific solutions are as follows:
(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 will speed up the progress and actively communicate with relevant units of mortgage registration, so as to complete the formalities as soon as possible.
Recently, the company continues to communicate with creditors and related parties and actively promote the settlement of illegal guarantee. The company will try its best to completely solve the problem of illegal guarantee as soon as possible, but there is still uncertainty about the settlement time. If the illegal guarantee is lifted, the company will perform the obligation of information disclosure in time.
3. As of March 31, 2022, the total assets of Hangzhou yunqi were 156869700 yuan and the net assets were -802574 million yuan. According to the appraisal report on the value of the real estate project of Hangzhou Huating Yunqi Resort Hotel Co., Ltd. (Tianxing Zi (2022) No. 0107) issued by Beijing tianjianxing Assets Appraisal Co., Ltd., with March 31, 2022 as the base date, the appraisal value of the mortgaged assets is 401918100 yuan, which is much higher than the total assets of Hangzhou yunqi. Please explain the reasons for the appreciation of the mortgaged assets and the main calculation process of the appraisal results, and explain the rationality of the appraisal in combination with the situation of comparable assets or projects in the local market.
[reply]:
According to the appraisal report on the real estate project value of Hangzhou Huating yunqi resort Co., Ltd. (Tianxing Zi (2022) No. 0107) issued by Beijing tianjianxing Assets Appraisal Co., Ltd., the reasons for the appreciation of Hangzhou yunqi mortgaged assets and the main calculation process of the appraisal results are as follows:
1. Main calculation process of evaluation results
As the property is in the state of pending decoration, the sub appraisal method of land use right and aboveground buildings is mainly adopted this time. Among them, houses and buildings are evaluated by replacement cost method, and land use rights are evaluated by market method.
(1) House building
The calculation formula of replacement cost method is:
House building valuation = full replacement price × Comprehensive newness rate
The assessed unit price of the building is RMB 27552 / m2, and the net value of the building is RMB 1872 / m2. The total building area is 549600 m2, which is estimated to be 459600 m2.
(2) Land use right
Through market investigation, we collected several market transaction examples similar to the appraised land, selected three similar land transaction samples in the similar area or the same supply and demand circle where the appraised land is located as the comparison samples, and compared and corrected them with the market comparison method to determine the standard land price of the appraised land. The calculation formula is:
P=PB × A × B × C × D × E
P: Price of the land to be appraised
Pb: comparative example price
A: Transaction index of the land to be appraised / transaction index of the land to be appraised
B: Daily land price index of the land to be appraised during the appraisal period / land price index of the transaction date of the comparative example land
C: Individual factor condition index of the parcel to be appraised / individual factor condition index of the comparative example parcel
D: Regional factor condition index of the parcel to be appraised / regional factor condition index of the comparative example
E: Year correction index of the land to be appraised / year correction index of the comparative case
The land valuation unit price is 645398 yuan / m2.
The land area is 5515300 m2. After calculation, the estimated value is 355956500 yuan.
2. Analysis of reasons for appreciation of assets appraisal
(1) House building
The main reasons for the valuation and appreciation of houses and buildings are as follows: ① the market prices of labor and materials rise; ② The depreciation life of houses and buildings is shorter than the economic durability life.
(2) Land use right
The main reasons for the appreciation of land use right valuation are as follows: ① the land was obtained earlier, the book cost is relatively low, and the land price has increased greatly recently; ② With the continuous development of social economy, the demand for land is increasing, and the scarcity of land resources leads to the rise of land price.
3. Evaluation rationality analysis
(1) House building
① It is estimated that the financial depreciation life of yunqi houses and buildings in Hangzhou is 35 years, while its economic durability life is 60 years. Therefore, the depreciation life of houses and buildings is shorter than the economic durability life. The depreciation rate of the entrusted assets recognized at the time of valuation is higher than that after accounting depreciation, and the valuation increases greatly compared with the book value.
② The appraised houses and buildings were mainly built from 2005 to 2006. The appraisers made statistics and Analysis on the published price parameters of main building materials and labor, as shown in the table below:
Table of changes in main building materials
Material unit June 2006 March 2022 increase
Ordinary portland cement Po 42.5 yuan / ton 263.0 580.0 120.53%
Material unit June 2006 March 2022 increase
Yellow sand yuan / ton 43.0 155.0 260.47%
Rebar yuan / ton 3550.0 5376.0 51.44%
Flat steel element/
