Stock Code: 000564 stock abbreviation: * ST Daji Announcement No.: 2022-011 Ccoop Group Co.Ltd(000564)
Announcement on rectification progress of matters involved in self inspection announcement
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. The relevant shareholders of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing Daji” or “the company”) and their related parties failed to solve the company’s announcement on special self inspection report on Governance of listed companies (Announcement No.: 2021-007) (hereinafter referred to as “self inspection report”) on January 30, 2021 and February 9, 2021 within one month (i.e. one month from January 30, 2021) The non operating capital occupation and undisclosed guarantee of shareholders and related parties disclosed in the supplementary announcement on the rectification plan for self inspection report (Announcement No.: 2021-015) (hereinafter referred to as the “supplementary announcement on self inspection report”) are in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), The company’s shares have been superimposed with other risk warnings since the opening of the market on March 1, 2021. For details, see the company’s announcement on superimposing other risk warnings on the company’s shares on February 27, 2021 (Announcement No.: 2021-022).
2. 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 reorganization plan, with regard to the losses caused to the company by the occupation of non operating funds, undisclosed guarantees and other matters of related parties (hereinafter referred to as “matters covered by the self inspection report”), the company shall declare the creditor’s rights to the controlling shareholders and their related parties in the bankruptcy reorganization proceedings according to the maximum caliber that may be generated by the matters covered by the self inspection report, and the controlling shareholders and their concerted actors shall The 5972585400 shares acquired by a specific related party will be converted into shares transferred to the company (the price is calculated according to the closing price of RMB 2.91/share on September 15, 2021, the day before the announcement of the investor’s equity adjustment plan of supply and marketing Daji Group Co., Ltd. (hereinafter referred to as the “investor’s equity adjustment plan”) (hereinafter referred to as the “solution”), The above transferred shares have been registered in the securities account of Ccoop Group Co.Ltd(000564) manager on December 30, 2021.
3. On December 31, 2021, Hainan high court ruled that the implementation of the reorganization plan was completed. The occupation of non operating funds involved in the self inspection report and supplementary announcement of self inspection report can be solved, and the impact of undisclosed guarantee can be eliminated. With regard to the rectification of the matters involved in the self inspection report, ShineWing Certified Public Accountants (special general partnership) issued a special statement on the occupation and liquidation of Ccoop Group Co.Ltd(000564) related parties’ non operating funds, Beijing Kangda law firm issued the legal opinion on Ccoop Group Co.Ltd(000564) undisclosed guarantee related matters for the undisclosed guarantee of the company. Independent directors have issued independent opinions that the occupation of funds by shareholders and related parties of the company can be solved and the impact of undisclosed guarantee can be eliminated. After the occupation of funds by related parties and the elimination of undisclosed guarantee, the company will apply to Shenzhen stock exchange for cancellation of the corresponding “other risk warning” in accordance with relevant regulations. The final application for cancellation shall be subject to the review opinions of Shenzhen Stock Exchange. At that time, the company will timely perform the obligation of information disclosure.
1、 Basic information on matters covered in the self inspection report
The self inspection report mentioned that the company had non operating funds occupied by shareholders and related parties and matters requiring rectification related to undisclosed guarantee: the non operating funds occupied by shareholders and related parties of the company were 19978.7493 million yuan, respectively 1.37 million yuan formed by financial products, After the principal and interest of the certificate of deposit provided guarantee for the related parties, the funds formed by deduction occupied 5299.5293 million yuan, and the assets to be concerned were 979.22 million yuan; The related party guarantee that failed to fulfill the review procedures of listed companies was 4383.6409 million yuan.
According to the self inspection report, the company’s non operating funds occupied by shareholders and related parties are shown in the following table: unit: 100 million yuan
Reasons for the difference between the amount in the self inspection report of shareholders or related parties as of December 31, 2020 and the amount as of December 31, 2020
Hainan Qide Yinghui Trading Co., Ltd
Hainan hankai zhuotang Network Technology Co., Ltd. 47.00 47.00
Hunan Xiangle Trading Co., Ltd. 20.00 19.25 the annual report of 2020 was audited and confirmed that the financial principal recovery was 75 million yuan
Hunan Xiangle Trading Co., Ltd
Shanghai Shangrong Supply Chain Management Co., Ltd
HNA Logistics Group Co., Ltd
The guarantee for related parties was deducted by financial institutions according to the contract due to the main debtor’s failure to repay Hainan Yisheng Daji Agricultural Technology Co., Ltd. 8.16 5.54 on time, resulting in a capital occupation of about 262 million yuan
HNA commercial Holding Co., Ltd
Hainan Yisheng Daji Agricultural Technology Co., Ltd
(assets to be concerned)
Total 199.79 196.42
According to the self inspection report, the company has undisclosed guarantees, as shown in the table below:
Unit: 100 million yuan
Reasons for the difference between the amount in the self inspection report of the guaranteed party as of December 31, 2020 and the amount as of December 31, 2020
The undisclosed guarantee of Hainan Yisheng Daji Agricultural Technology Co., Ltd. on December 31, 2021 was deducted because Hainan Yisheng Daji Agricultural Technology Co., Ltd. was 0.00 0.90 after December 31, 2021 and before the disclosure of the self inspection report, The self inspection report 0.00 0.50 report of Hainan Yisheng Daji Agricultural Technology Co., Ltd. has been disclosed as capital occupation
HNA Industrial Group Co., Ltd
HNA Industrial Group Co., Ltd
HNA Industrial Group Co., Ltd. returned about RMB 14 million to the principal debtor of the related guarantee after the audit of its annual report of 339.252020
Xinhua Xinhe Underground Space Development Co., Ltd. 1.00 1.00
The self inspection report is disclosed according to the book value of the guaranteed material property, HNA Commercial Holdings Co., Ltd. is 0.86 5.70, and the 2020 annual report is disclosed according to the debt balance, resulting in a difference of about 484 million yuan
HNA commercial Holding Co., Ltd
HNA commercial Holding Co., Ltd
HNA foundation Holding Group Co., Ltd. 4.90 4.85 2020 annual report confirmed after audit that the principal debtor of related guarantee returned about RMB 05 million
HNA commercial Holding Co., Ltd
HNA cargo Co., Ltd
HNA foundation Holding Group Co., Ltd. 0.10 0.09 2020 annual report confirmed after audit that the principal debtor of related guarantee returned about 01 million yuan
Total 43.84 50.97
2、 Rectification plan for matters involved in self inspection report
According to the self inspection report and the reorganization plan, the company will actively communicate with the shareholders and related parties on the occupation of non operating funds (including assets to be concerned), and urge them to solve relevant problems as soon as possible by means of cash replenishment, asset backfilling and declaration of creditor’s rights to the property destruction and reorganization procedures of the controlling shareholders and their related parties.
At the same time, the company is negotiating with shareholders and related parties to convert the capital reserve into shares, and some shareholders of the company will backfill the converted shares to the listed company.
With regard to the undisclosed guarantee, the company will actively communicate with creditors to remove the guarantee, and safeguard its rights through litigation to avoid relevant responsibilities. For the undisclosed guarantee, the company will claim that the above guarantee contract is invalid and the company shall not bear the guarantee liability. According to the provisions of relevant laws and regulations, if the court finally adopts the above defense opinion, the listed company will not actually bear relevant responsibilities for the guarantee. If the company needs to bear corresponding responsibilities for the undisclosed guarantee, the company will solve relevant problems with reference to the solution of non operating fund occupation.
On October 31, 2021, Hainan high court ruled to approve the reorganization plan of the company. According to the reorganization plan, the company shall first declare its creditor’s rights to the bankruptcy reorganization procedure of the controlling shareholder and its related parties according to the maximum caliber of about 25.7 billion yuan that may be generated by the matters involved in the self inspection report, In accordance with the provisions of the reorganization plan for the substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. (hereinafter referred to as the “321 reorganization plan”), the company will obtain cash and trust plan share repayment (the estimated settlement scale shall be subject to the valuation after the establishment of the trust plan), and the controlling shareholders and their persons acting in concert The 5972585400 shares acquired by a specific related party will be transferred to the company for settlement (the price is calculated according to the closing price of RMB 2.91/share on September 15, 2021, the day before the announcement of the investor’s equity adjustment plan), which can solve the loss of about RMB 17380223500 caused to the company by the matters involved in the self inspection report (hereinafter referred to as “differentiated transfer arrangement”).
3、 Rectification of matters involved in the self inspection report
In October 2021, HNA Commercial Holdings Co., Ltd., the controlling shareholder, issued a letter of commitment to the company, which unconditionally and irrevocably promised that if the occupation of non operating funds could not be recovered or settled through backfilling by related parties, or there was a risk of impairment of assets to be concerned, the company would be compensated in full according to the amount of funds occupied or the book value of assets to be concerned, Avoid asset impairment loss of the company.
As of December 31, 2021, Hainan high court ruled that the company’s reorganization plan had been implemented. For details, see the company’s announcement on the completion of the implementation of the reorganization plan of the company and its 24 subsidiaries on December 31, 2021 (Announcement No.: 2021-124). The rectification of the matters involved in the company’s self inspection report is as follows:
I. rectification of occupation of non operating funds by shareholders and related parties
By the end of 2020, the non operating capital occupied by the controlling shareholders and their related parties of the company totaled 19641.8688 million yuan, of which Shanghai Shangrong Supply Chain Management Co., Ltd. repaid 13500 yuan in monetary capital in April 2021; In 2021, because the principal debtor failed to repay on time, he was arrested by financial institutions
