Stock Code: 600515 stock abbreviation: Hna Infrastructure Investment Group Co.Ltd(600515) Announcement No.: pro 2022-004 Hna Infrastructure Investment Group Co.Ltd(600515)
Announcement on the implementation results of the original controlling shareholder's performance commitment compensation shares
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:
On October 31, 2021, Hainan Higher People's Court (hereinafter referred to as "Hainan high court") made a (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 and the Hna Infrastructure Investment Group Co.Ltd(600515) investor's equity adjustment plan (hereinafter referred to as the "investor's equity adjustment plan"), the Hna Infrastructure Investment Group Co.Ltd(600515) (hereinafter referred to as "HNA foundation" or "the company") plans to increase the capital reserve by increasing 20 shares for every 10 shares based on the existing A-Shares of about 3907592500 shares, and increase about 7815184900 shares. About 297467800 shares obtained by HNA basic Holding Group Co., Ltd. (hereinafter referred to as "basic holding") and its controlling shareholders were cancelled to fulfill the performance commitment compensation obligation.
On December 13, 2021, Hainan high court issued (2021) qiongpo No. 44-9 civil ruling. Based on the application of HNA foundation, in order to speed up the implementation of the reorganization plan, improve the implementation efficiency and reduce the cost of the implementation of the reorganization plan, Hainan high court ruled that the capital reserve converted into share capital of HNA foundation this time should be based on its existing total share capital of 3907592460 shares, The capital reserve is converted into shares according to the proportion of 19.2387 shares per 10 shares. The total number of shares converted into shares is 7517717142. The 297467778 shares to be cancelled specified in the reorganization plan shall not be registered, and it shall be deemed that the basic holding and its controlling shareholders have fulfilled the obligation of industry performance commitment compensation. According to (2021) qiongpo No. 44-9 civil ruling, except that 297467778 shares to be cancelled are not registered for conversion, other shareholders' equity adjustment schemes are consistent with the investor's equity adjustment scheme and the reorganization plan, and the number of converted shares actually obtained by each party has not changed. Therefore, the failure to register 297467778 shares will not affect the minority shareholders The rights and interests of creditors and reorganization investors are in line with the investor's rights and interests adjustment plan and the reorganization plan.
On December 21, 2021, the company has completed the share registration of capital reserve converted into share capital, with 7517717142 shares converted into share capital, and the total share capital has been changed from 3907592460 shares to 11425309602 shares. The 297467778 shares originally planned to be cancelled have not been converted into share capital. According to the civil ruling (2021) qiongpo No. 44-9 issued by Hainan high court, The basic holding and its controlling shareholders have completed the performance commitment compensation obligation.
1、 Approval of share repurchase and cancellation
On July 18, 2016, it was approved by the reply on approving Hainan Hna Infrastructure Investment Group Co.Ltd(600515) to issue shares to HNA foundation Holding Group Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] [1579]) of China Securities Regulatory Commission, HNA foundation issued 2249297094 shares to basic holdings to purchase 100% equity of HNA basic industry group Co., Ltd. (hereinafter referred to as "basic industry group" or "target company"). On November 27, 2015, HNA foundation and foundation holdings signed the performance commitment compensation agreement. On February 3, 2016, both parties signed the supplementary agreement of performance commitment compensation agreement. Through negotiation between the two parties, the net profits attributable to the owners of the parent company after deducting non recurring profits and losses in 2016, 2017 and 2018 of the target company promised by the basic holding company shall not be less than 795088500 yuan, 153424242900 yuan and 2909756200 yuan respectively. HNA foundation and foundation holding agree that if the cumulative actual net profit of the target company in each year during the profit commitment period does not reach the amount of cumulative committed net profit of the corresponding year specified in the performance commitment compensation agreement and the supplementary agreement to the performance commitment compensation agreement, Then the basic holding shall be liable for compensation to the company for the part that fails to reach the promised net profit in accordance with the relevant provisions of the performance commitment compensation agreement.
On April 29, 2019, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the special audit report on the realization of Hna Infrastructure Investment Group Co.Ltd(600515) performance commitment (Zhonghuan zhuanzi [2019] No. 170038), saying that the basic industry group realized a net profit of 2245230500 yuan attributable to the owner of the parent company after deducting non recurring profits and losses in 2018, The difference from the promised 2909756200 yuan is -664525700 yuan. According to the performance commitment compensation agreement, "each party confirms that if the actual net profit of the basic industry group in each year during the profit commitment period exceeds the promised net profit of that year (i.e. excess profit), the excess profit can be used to make up the difference when the actual net profit of subsequent years does not reach the promised net profit during the profit commitment period", After using the excess profit of 83.3349 million yuan in 2016 and 368.015 million yuan in 2017 to make up for the amount that did not meet the commitment in 2018, there was still a difference of 213.1893 million yuan, which failed to fulfill the performance commitment.
On April 29, 2019, the 44th meeting of the eighth board of directors of the company considered and approved the proposal on repurchase and cancellation of compensation shares and related party transactions corresponding to outstanding performance commitments of the subject assets of the company's major asset restructuring. On May 21, 2019, The 2018 annual general meeting of shareholders of the company reviewed and approved the proposal on repurchasing and cancelling the compensation shares and related party transactions corresponding to the outstanding performance commitments of the subject assets of the company's major asset restructuring, and determined that the basic holding of the compensation obligor should compensate 99155926 shares of the company through share compensation, and the company will repurchase all compensation shares at a total price of 1.00 yuan and cancel them.
2、 Implementation progress of share repurchase and cancellation
As the company's repurchase and cancellation of some shares will lead to the reduction of the company's registered capital, according to the company law of the people's Republic of China and other relevant laws and regulations, the company issued the creditor's notice on repurchase and cancellation of performance compensation shares and capital reduction announcement (Announcement No.: Pro 2019-042) on May 29, 2019. During the publicity period, the company did not receive the creditor's declaration materials, the company also maintained good communication with the creditors, and there was no situation that the capital reduction was affected by the creditor's claim.
On July 25, 2019, the company opened a special securities account for share repurchase in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. in order to carry out the cancellation procedures of share repurchase.
On November 26, 2019, the company sent the letter on prompting HNA basic Holding Group Co., Ltd. to complete the share compensation corresponding to the performance commitment as soon as possible to basic holding, urging basic holding to timely handle the pledge release procedures for the shares to be repurchased and cancelled, and complete the procedures for the transfer of 99155926 shares to the company's special securities account for repurchase before December 31, 2019, So as to promote the repurchase and cancellation of performance compensation shares on time.
On December 25, 2019, basic holdings sent the letter on failing to complete the repurchase and cancellation of performance commitment shares on schedule and clarifying the follow-up solutions to the company, indicating that basic Holdings has actively taken various measures to de pledge the corresponding shares. However, in view of the fact that the overall liquidity risk of HNA group has not been completely resolved, the capital situation of basic holdings is still tight, For the time being, there is no relevant fund for repayment and release of Pledged Shares. It is expected that the share compensation will not be completed on December 31, 2019. It is required to apply for an extension of 12 months to complete the release and transfer to the company on December 31, 2020. At the same time, it is also required to complete the share repurchase and cancellation in batches.
On December 26, 2019, the company issued the announcement on the progress of the implementation of repurchase and cancellation of performance compensation shares (Announcement No.: pro 2019-094) according to the basic holding letter.
On November 16, 2020, because basic holding had not fulfilled the obligation of share repurchase and cancellation and was close to the commitment period, the company sent the letter on reminding HNA basic Holding Group Co., Ltd. to complete the share compensation corresponding to the performance commitment as soon as possible to urge basic holding to complete the performance commitment compensation as soon as possible before December 31, 2020.
On December 25, 2020, basic holding sent the letter on failing to complete the repurchase and cancellation of performance promised shares on schedule and clarifying the follow-up solutions to the company, indicating that because the basic holding shares were pledged and the number was large, although it had actively communicated with each pledgee and tried to release the corresponding shares for repurchase and cancellation as soon as possible through the replacement of collateral and debt restructuring, It also communicated with creditors of many financial institutions such as Haitong Securities Company Limited(600837) , China Minsheng Banking Corp.Ltd(600016) , Daye trust and Cinda assets, but the results were not ideal. The release of 99155926 shares that should be compensated had not been approved by the pledgee as of the date of sending the letter, so it was unable to handle the share repurchase procedures for the time being.
On October 31, 2021, Hainan high court issued (2021) qiongpo No. 44-6 civil ruling, ruling to approve the reorganization plan. According to the reorganization plan and the investor's equity adjustment plan, HNA foundation plans to increase the capital reserve by 20 shares for every 10 shares based on the existing A-Shares of about 3907592500 shares, and increase about 7815184900 shares. Among the aforesaid converted shares, about 297467800 shares obtained by the basic holding and its controlling shareholders were cancelled to fulfill the performance commitment compensation obligation.
On December 13, 2021, Hainan high court issued (2021) qiongpo No. 44-9 civil ruling. Based on the application of HNA foundation, in order to speed up the implementation of the reorganization plan, improve the implementation efficiency and reduce the cost of implementing the reorganization plan, Hainan high court ruled that the capital reserve converted into share capital of HNA foundation this time should be based on its existing total share capital of 3907592460 shares, The capital reserve is converted into shares according to the proportion of 19.2387 shares per 10 shares. The total number of shares converted into shares is 7517717142. The 297467778 shares to be cancelled specified in the reorganization plan shall not be registered, and it shall be deemed that the basic holding and its controlling shareholders have fulfilled the obligation of industry performance commitment compensation. According to the civil ruling (2021) qiongpo No. 44-9, except that 297467778 shares to be cancelled are not registered for conversion, other shareholders' equity adjustment plans are consistent with the investor's equity adjustment plan and the reorganization plan, and the number of converted shares actually obtained by all parties has not changed. Therefore, the failure to register 297467778 shares will not affect the minority shareholders The rights and interests of creditors and reorganization investors are in line with the investor's rights and interests adjustment plan and the reorganization plan.
On December 21, 2021, the company completed the share registration of converting the capital reserve into share capital, and increased the share capital by 7517717142 shares, and the total share capital was changed from 3907592460 shares to 11425309602 shares. The 297467778 shares originally planned to be cancelled were not actually converted into shares. According to the civil ruling (2021) qiongpo No. 44-9 issued by Hainan high court, The basic holding and its controlling shareholders have completed the performance commitment compensation obligation.
3、 Changes in shares
Unit: shares
Nature of shares before this change and after this change
Flow with limited sales conditions 2249297094 0 2249297094
Tong shares
Flow with unlimited sales conditions 1658295366 7517717142 9176012508
Tong shares
Total share capital 3907592460 7517717142 11425309602
4、 Impact on the company
According to (2021) qiongpo No. 44-9 civil ruling, except that 297467778 shares to be cancelled are not registered for conversion, other shareholders' equity adjustment schemes are consistent with the investor's equity adjustment scheme and the reorganization plan, and the number of converted shares actually obtained by each party has not changed. Therefore, the failure to register 297467778 shares will not affect the minority shareholders The rights and interests of creditors and reorganization investors are in line with the investor's rights and interests adjustment plan and the reorganization plan.
According to the performance commitment compensation agreement and the supplementary agreement to the profit forecast compensation agreement signed between the company and basic holding, basic holding has no voting right and no right to income distribution for such shares from the date when the number of shares to be compensated in the current period of basic holding is determined (i.e. the issuance date of the special audit report) to the cancellation of such shares. Therefore, since June 2019, basic holding actually does not enjoy the voting right and income distribution right for its 99155926 shares of the company. After the basic holding and its controlling shareholders fulfill their performance commitment compensation obligations, the voting rights and income distribution rights of 99155926 shares of the company held by the basic holding will be restored accordingly.
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