Stock Code: 600515 stock abbreviation: * ST basic Announcement No.: pro 2022-003 Hna Infrastructure Investment Group Co.Ltd(600515)
Announcement on the rectification of the matters involved in the special self inspection report on the governance of listed companies
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The relevant shareholders of Hna Infrastructure Investment Group Co.Ltd(600515) (hereinafter referred to as “HNA foundation” or “the company”) and their related parties failed to solve the company’s announcement on special self inspection on Corporate Governance (No.: pro 2021-019) (hereinafter referred to as “self inspection report”) and supplementary announcement on rectification plan for self inspection report within one month (i.e. one month from January 30, 2021) (No.: pro 2021-024) (hereinafter referred to as “supplementary announcement of self inspection report”), the occupation of non operating funds, undisclosed guarantees, assets to be concerned and other matters (hereinafter referred to as “matters involved in the self inspection report”) are disclosed in accordance with the relevant provisions of the stock Listing Rules of Shanghai Stock Exchange (hereinafter referred to as “Stock Listing Rules”), Other risk warnings have been implemented for the company’s shares. For details, see the announcement on the occupation of non operating funds by the company’s shareholders and their related parties, undisclosed guarantee progress and the reorganization progress of the company and its subsidiaries (No.: p.2021-032) disclosed by the company on February 27, 2021.
On October 31, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court” or “court”) made (2021) qiongpo No. 44-6 civil ruling, ruling to approve the reorganization plan of Hna Infrastructure Investment Group Co.Ltd(600515) and its 20 subsidiaries (hereinafter referred to as “reorganization plan”). According to the reorganization plan, the original controlling shareholders and their controlling shareholders will transfer about 1492295200 shares of the converted shares to the listed company to solve the losses caused to the company by the matters involved in the self inspection report. The aforesaid shares will be used to pay off the debts of HNA foundation and its 20 subsidiaries at the debt repayment price (i.e. 15.56 yuan / share) specified in the reorganization plan according to the amount of creditor’s rights determined and confirmed by Hainan high court. For the secured creditor’s rights for which the court has not ruled to confirm the liability amount in the undisclosed guarantee, the corresponding part of the shares will be used as the reserved repayment resources in the manager’s account, which will be paid off to the relevant creditors after the court’s ruling and confirmation. The stock debt repayment price is determined as 15.56 yuan / share, which will not lead to the change of the debt commitment amount due to the change of the stock price. On December 31, 2021, Hainan high court ruled that the implementation of the reorganization plan has been completed, and all matters involved in the self inspection report have been rectified. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) (hereinafter referred to as “Zhongshen Zhonghuan”) issued a special audit report on the occupation of Hna Infrastructure Investment Group Co.Ltd(600515) non operating funds, the repayment of assets to be concerned and the settlement of assets to be concerned (Zhonghuan zhuanzi [2022] No. 1710000) on the occupation of funds and assets to be concerned by the company’s original controlling shareholders and their related parties, Guohao law firm (Shanghai) (hereinafter referred to as “Guohao law firm”) has issued the legal opinion on matters related to Hna Infrastructure Investment Group Co.Ltd(600515) undisclosed guarantee for the original controlling shareholder and its related parties of the company. The independent directors have no opinions on the occupation of funds, undisclosed guarantee The impact of asset situations requiring attention has been eliminated and independent opinions have been expressed. Since the matters involved in the company’s self inspection report have been rectified, the company will apply to Shanghai stock exchange for cancellation of this other risk warning in accordance with relevant regulations and regulatory requirements in a timely manner. At that time, the company will perform the obligation of information disclosure in accordance with regulations in a timely manner.
The China Securities Regulatory Commission (hereinafter referred to as “CSRC”) decided to file a case against the company on December 17, 2021 due to suspected illegal information disclosure. For details, please refer to the announcement on receiving the filing notice from the China Securities Regulatory Commission (No.: p.2021-108) disclosed by the company on December 18, 2021. At present, the company’s operation is normal. The company will actively cooperate with the relevant work of the CSRC, continue to pay attention to the progress of the above matters, and perform the obligation of information disclosure in strict accordance with the regulatory requirements.
In view of the fact that the company’s 2020 annual report and internal control audit report have been issued by the central auditor Zhonghuan with an unqualified opinion and an internal control audit report with a negative opinion respectively, for example, Shanghai Stock Exchange has approved the company’s application to cancel the “delisting risk warning” caused by the court’s ruling to accept the reorganization, in accordance with the relevant provisions of the stock listing rules, The company will continue to be subject to delisting risk warning and other risk warnings. The abbreviation of the company’s stock is still “* ST foundation”, and the stock code 600515 remains unchanged. The company’s stock is still traded on the risk warning board, and the daily rise and fall limit of the stock price is still 5%.
1、 Basic information on matters covered in the self inspection report
According to the self inspection report, the company’s non operating funds occupied by related parties are as follows:
Name of shareholders and related persons or amount contained in the self inspection report on capital occupation (RMB 100 million)
HNA Industrial Group Co., Ltd. 7.89
HNA Equity Management Co., Ltd. 3.23
Hainan Fulong Investment Co., Ltd. 5.00
Hainan Furui Investment Co., Ltd. 5.00
Hainan Fuyuan Investment Co., Ltd. 5.00
Hainan Fuyue Investment Co., Ltd. 5.00
Related parties use the company’s real estate to offset the project funds 7.14
Subscription amount of products under construction collected by related parties 6.33
Total 44.59
According to the self inspection report, the company has undisclosed guarantees, as shown in the table below:
Amount contained in the self inspection report of the guaranteed party (RMB 100 million)
Hainan Boao Airport Management Co., Ltd. 0.50
Hainan Boao Airport Management Co., Ltd. 2.08
HNA Equity Management Co., Ltd. 5.00
Grand China Airlines Limited 1.82
Hainan Hanglv Transportation Service Co., Ltd. 2.98
Puhang Leasing Co., Ltd. 0.77
Hainan Boao Airport Management Co., Ltd. 0.86
HNA Group Co., Ltd. 13.07
Sanya new airport investment and Construction Co., Ltd. 6.90
HNA Group Co., Ltd. 3.65
Haikou Meilan International Airport Co., Ltd
HNA foundation Holding Group Co., Ltd. 15.00
HNA Industrial Group Co., Ltd. 20.00
HNA Group Co., Ltd. 8.15
HNA Logistics Group Co., Ltd. 13.00
HNA Industrial Group Co., Ltd. 5.51
Ccoop Group Co.Ltd(000564) 2.30
HNA Industrial Group Co., Ltd. 1.97
HNA Tourism Group Co., Ltd. 3.51
HNA Industrial Group Co., Ltd. 15.00
HNA Industrial Group Co., Ltd. 5.00
HNA Industrial Group Co., Ltd. 12.00
Hainan Boao Airport Co., Ltd., Hainan Boao airport management 2.57 Co., Ltd
Haikou Meilan International Airport Co., Ltd. 0.38
HNA Industrial Group Co., Ltd. 2.00
Baoting HNA Tourism Development Co., Ltd. 0.30
Amount contained in the self inspection report of the guaranteed party (RMB 100 million)
Total 146.77
According to the self inspection report, the assets that the company needs to pay attention to are as follows:
Attention should be paid to the amount contained in the self inspection report of asset name (RMB 100 million)
Tianjin Airport Trade Center Development Co., Ltd. 60% equity 1.86
Sanya new airport investment and Construction Co., Ltd. 44% equity 20.84
Hainan Yangpu Jinhai Steel Structure Co., Ltd. 49% equity 0.03
Shanghai Xiantong Equity Investment Management Co., Ltd. 10% equity 0.07
Total 22.80
2、 Rectification plan for matters involved in the self inspection report
According to the self inspection report, the company will actively communicate with the company’s shareholders and related parties on the occupation of non operating funds, and urge relevant major shareholders and related parties to solve relevant problems as soon as possible through cash replenishment and asset backfilling.
At the same time, the company is negotiating with related parties to convert the capital reserve into shares, which will be transferred to the listed company by the major shareholders.
On the issue of undisclosed guarantee, the company will safeguard its rights through litigation and claim that the above guarantee contract is invalid and the company shall not bear the guarantee liability on the grounds of exceeding the amount of mutual guarantee with related parties, failing to perform the internal review procedures and failing to disclose. According to the provisions of relevant laws and regulations, if the people’s court finally adopts the above defense opinion, the listed company will not actually bear relevant responsibilities for this part of the guarantee. If the company undertakes the corresponding responsibility of undisclosed guarantee, the fund occupation of related parties will be formed. At that time, the company will deal with relevant problems with reference to the solution of fund occupation.
