Ccoop Group Co.Ltd(000564) independent director
Independent opinion that the occupation of funds by shareholders and related parties can be solved and the impact of undisclosed guarantee can be eliminated
In accordance with the requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the articles of association and other relevant laws and regulations, we, as independent directors of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing collection” or “company”), based on the principle of independent and objective judgment, We hereby express the following independent opinions on the fact that the occupation of funds by shareholders and related parties can be solved and the impact of undisclosed guarantee has been eliminated:
On January 30, 2021, the company disclosed the announcement on the special self inspection report on the governance of listed companies. According to the self inspection, the company has some problems, such as the occupation of non operating funds by shareholders and related parties, undisclosed guarantees and so on.
On February 9, 2021, the company disclosed the supplementary announcement on the rectification plan for the self inspection report, which plans to rectify the occupation of non operating funds by shareholders and related parties, undisclosed guarantees to be held responsible, losses caused to the company by assets to be concerned, etc. through the conversion of capital reserve into share certificates.
On October 31, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court” or “court”) ruled to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as “reorganization plan”). According to the provisions of the company’s reorganization plan, 5972.5854 million shares obtained by HNA commercial Holding Co., Ltd., the controlling shareholder of the company, its persons acting in concert and specific related parties were transferred to the listed company to solve the problems of occupation of non operating funds and undisclosed guarantee.
On December 31, 2021, the company and 24 subsidiaries received the civil ruling served by Hainan high court, confirming that the reorganization plan has been implemented.
1、 For the occupation of funds by related parties
The company has declared creditor’s rights to 321 companies such as HNA Group Co., Ltd. for the actual merger and reorganization of funds. According to the reorganization plan for the actual merger and reorganization of 321 companies such as HNA Group Co., Ltd., the company will receive part of the cash settlement and part of the share of the trust plan. For the part that cannot be paid off in full by the trust plan, the controlling shareholders of the company and their persons acting in concert and specific related parties have settled all the problems by backfilling 5972.5854 million shares to the listed company. Up to now, 321 companies such as HNA Group Co., Ltd. are implementing their reorganization plans and promoting the establishment of trust plans under the supervision of managers. Meanwhile, the aforesaid shares have been registered in the securities account of Ccoop Group Co.Ltd(000564) manager.
ShineWing Certified Public Accountants (special general partnership) issued special instructions on Ccoop Group Co.Ltd(000564) non operating fund occupation and liquidation of related parties.
2、 For undisclosed guarantees
For the undisclosed guarantee, the company has reduced the corresponding guarantee liability through various ways. As of December 31, 2021, first, the guarantee provided by the reorganization enterprise will be paid off through cash compensation and supply and marketing of Daji shares in accordance with the reorganization plan, so as to be solved as a whole. For the creditor’s rights that have not been confirmed by the court, the corresponding debt repayment resources have been reserved. After the creditor’s rights are confirmed, they shall be paid off in accordance with the provisions of the reorganization plan. Second, for the guarantee provided by non reorganized enterprises, the main debtor has issued a commitment to lift the land mortgage before January 31, 2022, and has repaid the loan of 20 million yuan in advance.
Beijing Kangda law firm issued the legal opinion on Ccoop Group Co.Ltd(000564) undisclosed guarantee related matters on the legal issues related to the undisclosed guarantee of the company.
Therefore, we believe that the company has properly handled the problems of capital occupation and undisclosed guarantee of shareholders and their related parties, the capital occupation of shareholders and their related parties can be solved, and the impact of undisclosed guarantee can be eliminated, so as to effectively safeguard the interests of the company and the majority of shareholders.
(there is no text on this page, which is the signature page of Ccoop Group Co.Ltd(000564) independent directors’ independent opinions that the occupation of funds by shareholders and related parties can be solved and the impact of undisclosed guarantee can be eliminated)
Independent director: Wang Manchang, Guo Shihui, Wang Weidong
January 10, 2022
