Hna Infrastructure Investment Group Co.Ltd(600515) independent director
Independent opinions on the elimination of the impact of the occupation of funds by the original controlling shareholder and its related parties, undisclosed guarantee and assets needing attention
According to the requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations, we, as independent directors of Hna Infrastructure Investment Group Co.Ltd(600515) (hereinafter referred to as “HNA foundation” or “the company”), based on the principle of independent and objective judgment, We hereby express the following independent opinions on the capital occupation of the company’s former controlling shareholders and related parties, undisclosed guarantee and the elimination of the impact of assets needing attention:
On January 30, 2021, the company disclosed the announcement on special self inspection on corporate governance. Through self inspection, the company has some problems, such as occupation of non operating funds by shareholders and their related parties, undisclosed guarantee, assets needing attention, etc.
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 their related parties, undisclosed guarantees that need to be held responsible, losses caused to the company by assets that need to be concerned, etc. through the identification of guarantee liability, differentiation of capital reserve, etc. 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 Hna Infrastructure Investment Group Co.Ltd(600515) and its 20 subsidiaries (hereinafter referred to as “reorganization plan”), and the company entered the implementation period of the reorganization plan. According to the provisions of the company’s reorganization plan, 1492295215 shares obtained by the company’s former controlling shareholder HNA foundation Holding Group Co., Ltd. and its persons acting in concert were transferred to the listed company to solve the problems of occupation of non operating funds and undisclosed guarantee.
On December 30, 2021, the company and 20 subsidiaries submitted the report on the completion of the implementation of the reorganization plan to the manager. On the same day, the manager submitted the supervision report on the implementation of the reorganization plans of 21 companies including Hna Infrastructure Investment Group Co.Ltd(600515) to Hainan high court, and submitted it to Hainan high court for ruling to confirm that the implementation of the reorganization plan has been completed.
On December 31, 2021, the company and 20 subsidiaries received the civil ruling served by Hainan high court, confirming that the reorganization plan has been implemented.
1、 Rectification for the occupation of funds by related parties
The non operating fund occupation involved in the self inspection report is about 4.459 billion yuan. After verification by the company’s annual audit accountant, the fund occupation balance after change in the current period is about 4.975 billion yuan, with a difference of 516 million yuan. The main reasons for the difference are as follows:
1. The common loan is actually used by related parties, corresponding to the interest, default interest, compound interest and liquidated damages owed to financial institutions of RMB 209.25003 million as of February 10, 2021 (the difference is the tail difference caused by rounding, the same below), including RMB 59.0176 million for HNA Equity Management Co., Ltd. and RMB 150.2328 million for HNA Real Estate Group Co., Ltd, The self inspection report does not include the interest, default interest, compound interest and liquidated damages of the above-mentioned joint loan. In the bankruptcy reorganization procedure, it has been adjusted according to the results of creditor’s right declaration, examination and confirmation.
2. On October 26, 2021 and November 18, 2021, HNA Airport Group Co., Ltd. and its four subsidiaries were accepted for bankruptcy in the local court of Rhineland Pfalz, Germany. From the principle of prudence, it may occupy 696293000 yuan of non operating funds of related parties.
3. In the process of declaration of creditor’s rights in reorganization, the creditor declared two creditor’s rights with a total amount of 92.2868 million yuan, including: (1) in the process of reorganization, the creditor applied for the creditor’s rights of project funds to Sanya Phoenix International Airport Co., Ltd. (hereinafter referred to as “Sanya Phoenix Airport”) on the ground that it did not actually receive the project funds. According to the creditor’s rights review results, Sanya Phoenix Airport still needs to bear the creditor’s rights of corresponding project funds, involving an amount of 91.7046 million yuan;
(2) The related party Yangpu Guoxing Engineering Construction Co., Ltd. (hereinafter referred to as “Yangpu Guoxing”) is responsible for the bidding of capital construction projects and collects the bid security. Because Yangpu Guoxing failed to return the bid security as agreed, some creditors declared their creditor’s rights to HNA foundation. After entering the reorganization procedure, the manager reviewed and Hainan high court ruled that RMB 582300 was borne by HNA foundation.
4. If the relevant real estate sales contract is not performed in accordance with Article 18 of the enterprise bankruptcy law, the relevant real estate sales contract shall be deemed to be terminated. The listed company takes back the real estate and increases the amount payable to related parties. After offset, the amount of non operating funds occupied by related parties can be reduced by 364.2402 million yuan.
5. The house loan was recovered in cash, reducing the occupation of non operating funds of related parties by 6.4681 million yuan.
6. The related party Yangpu Guoxing has non operating fund occupation for its subsidiary Hainan Island Airport Industry Group Co., Ltd. (hereinafter referred to as “Island Airport”), and the operating fund payable by Island Airport to Yangpu Guoxing is 2128500 yuan. After offset in the reorganization procedure, the non operating fund occupation of the related party is reduced by 2128500 yuan.
7. The related party Haikou Meilan International Airport Co., Ltd. (hereinafter referred to as “Meilan Co., Ltd.”) has non operating fund occupation for the island airport, and the island airport has an operating fund payable to Meilan Co., Ltd. of RMB 115900. After offset in the reorganization procedure, the non operating fund occupation of the related party is reduced by RMB 115900.
8. The related party HNA Industrial Group Co., Ltd. (hereinafter referred to as “industrial group”) has occupied non operating funds for its subsidiary HNA Airport Group Co., Ltd. (hereinafter referred to as “airport group”), and the airport group should pay 23.8655 million yuan of operating funds to the industrial group, After offset in the reorganization procedure, the occupation of non operating funds of related parties was reduced by 23.8655 million yuan.
9. The related party Hainan Xiling Leisure Agriculture Development Co., Ltd. (hereinafter referred to as “Xiling leisure”) paid the cost on behalf of HNA foundation, reducing the occupation amount of non operating funds of related parties by 600000 yuan.
10. In January 2021, the company signed the cooperation agreement between Hna Infrastructure Investment Group Co.Ltd(600515) , Hainan Island Airport Industry Group Co., Ltd. and Ccoop Group Co.Ltd(000564) , Hainan kupu Riyue Trade Co., Ltd. and Hainan Wanghai International Commercial Plaza Co., Ltd. (Announcement No.: pro 2021-012) with Ccoop Group Co.Ltd(000564) and other relevant subjects to offset the creditor’s rights and debts, Repayment reduces the occupation of non operating funds of related parties by 600000 yuan.
11. HNA Equity Management Co., Ltd. (hereinafter referred to as “equity management company”) paid costs on behalf of HNA foundation, reducing the occupation of non operating funds of related parties by 679400 yuan.
12. The transfer of creditor’s rights and debts reduced the occupation of non operating funds of related parties by 83.43 million yuan, including:
(1) Hainan Island Hotel Management Co., Ltd. (hereinafter referred to as “Island Hotel”), Island Airport, equity management company and HNA basic industry group Co., Ltd. (hereinafter referred to as “basic industry group”) signed a four party agreement on the transfer of creditor’s rights and debts, offsetting the receivable creditor’s rights of Island Airport from Island Hotel of RMB 51.0147 million from the basic industry group to the equity management company, Reduce the occupation of non operating funds of related parties by 51.0147 million yuan;
(2) Xiling leisure, HNA real estate holding (Group) Co., Ltd., equity management company and basic industry group signed a four party agreement on the transfer of creditor’s rights and debts, offset the creditor’s rights receivable from Xiling leisure from HNA real estate holding (Group) Co., Ltd. by 18.89 million yuan, offset the receivable from basic industry group to equity management company, and reduce the occupation of non operating funds by related parties by 18.89 million yuan;
(3) Beijing HNA Fuxin Enterprise Management Co., Ltd., Wuhan HNA blue ocean Airport Industry Development Co., Ltd., equity management company and basic industry group signed a four party agreement on the transfer of creditor’s rights and debts, and the creditor’s rights receivable by Beijing HNA Fuxin Enterprise Management Co., Ltd. from Wuhan HNA blue ocean airport industry Development Co., Ltd. were RMB 9.7891 million, Offset the receivables of the basic industry group to the equity management company, and reduce the occupation of non operating funds of related parties by 9.7891 million yuan;
(4) The equity management company has non operating fund occupation for the basic industry group, and the basic industry group has an operating fund payable to the equity management company of RMB 3.7362 million. After offset in the reorganization procedure, the non operating fund occupation of related parties is reduced by RMB 3.7362 million.
The above changes have resulted in a difference of 515.703 million yuan in the occupied amount of non operating funds of related parties compared with the amount in the self inspection report. As of the implementation of the transfer of shares by the original controlling shareholders and their controlling shareholders under the reorganization plan, the remaining occupied amount of non operating funds of related parties of the company was 4975.4075 million yuan.
According to the reorganization plan approved by Hainan high court, the above balance of non operating funds occupied by related parties of RMB 4975.4075 million shall be solved by the original controlling shareholders of the company and their controlling shareholders by transferring shares to the company. According to the closing price of RMB 12.91/share on September 10, 2021, the trading day before the announcement of the investor’s equity adjustment plan, about 385391800 shares need to be transferred and increased.
On December 21, 2021, the company completed the transfer of shares, of which about 385391800 shares to be distributed to the original controlling shareholders and their controlling shareholders have been directly registered in the company’s manager’s account to complete the transfer of shares, For details, please refer to the suggestive announcement on the conversion of capital reserve to share capital in the reorganization plan (No.: p.2021-110) disclosed by the company on December 21, 2021. 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.
2、 Rectification of undisclosed guarantee
The undisclosed guarantee involved in the self inspection report is about 14.677 billion yuan, and the company has reduced the corresponding guarantee liability through various ways. First, about 10.952 billion yuan has been ruled by the court, which confirmed that the actual responsibility of the company is only 5.468 billion yuan. Second, about RMB 3.725 billion has not been confirmed by the court (the amount of the corresponding secured creditor’s rights declared by the creditor in this reorganization is RMB 4.980 billion); In addition, there are three secured claims declared by creditors, with a total amount of 2.203 billion yuan. From the perspective of prudence, the company is also included in the scope of this settlement. The above-mentioned secured creditor’s rights that have not been determined to confirm the amount of liability are in accordance with the provisions of the civil code of the people’s Republic of China, the interpretation of the Supreme People’s Court on the application of the relevant guarantee system of the civil code of the people’s Republic of China, and the interpretation of the Supreme People’s Court on Several Issues concerning the application of the guarantee law of the people’s Republic of China, In combination with the previous identification and relevant specific materials of undisclosed guarantee matters, the company estimates that the liability of undisclosed guarantee creditor’s rights does not exceed half of the part that the main debtor cannot repay, and the liability amount is expected to be about 3.591 billion yuan. Therefore, the total liability of undisclosed guarantee is about 9.059 billion yuan.
For the above amount of secured creditor’s rights liability of RMB 9.059 billion, the original controlling shareholders and their controlling shareholders of the company shall be solved by transferring shares to the company. According to the closing price of RMB 12.91/share on September 10, 2021, the trading day before the announcement of the investor’s equity adjustment plan, about 701742800 shares need to be transferred and increased.
On December 21, 2021, the company completed the transfer of shares, of which about 701742800 shares to be distributed to the original controlling shareholders and their controlling shareholders have been directly registered in the company’s manager’s account to complete the transfer of shares, For details, please refer to the suggestive announcement on the conversion of capital reserve to share capital in the reorganization plan (No.: p.2021-110) disclosed by the company on December 21, 2021. The aforesaid shares will be paid off to relevant creditors at the debt repayment price (i.e. RMB 15.56 / share) specified in the reorganization plan according to the amount of creditor’s rights determined by Hainan high court; For the secured creditor’s rights whose liability amount has not been determined by the court, the corresponding part of the above shares will be used as reserved repayment resources in the manager’s account and paid off to relevant creditors after the court’s determination and confirmation. The stock debt repayment price is determined as 15.56 yuan / share, which will not lead to the change of debt commitment amount due to the change of stock price.
3、 For problems requiring attention to asset rectification
The assets to be concerned involved in the self inspection report are about 2.28 billion yuan. The original controlling shareholders and their controlling shareholders of the company shall be solved by the original controlling shareholders and their controlling shareholders by transferring shares to the company. According to the closing price of RMB 12.91/share on September 10, 2021, the trading day before the announcement of the investor’s equity adjustment plan, about 176592100 shares need to be transferred and increased.
On December 21, 2021, the company completed the transfer of shares, of which about 176592100 shares to be distributed to the original controlling shareholders and their controlling shareholders have been directly registered in the company’s manager’s account to complete the transfer of shares, For details, please refer to the suggestive announcement on the conversion of capital reserve to share capital in the reorganization plan (No.: p.2021-110) disclosed by the company on December 21, 2021. 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.
As of December 31, 2021, Hainan high court has ruled that the implementation of the reorganization plan has been completed, and all matters involved in the self inspection report have been rectified. For details, see the announcement on the completion of the implementation of the reorganization plan of the company and its 20 subsidiaries (No.: pro 2021-116) disclosed by the company on December 31, 2021.
On January 20, 2022, the company disclosed the announcement on the completion of rectification of the situation involved in the special self inspection report on the governance of listed companies (No.: p.2022-003). At the same time, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued the notice on the occupation of Hna Infrastructure Investment Group Co.Ltd(600515) non operating funds, the settlement of assets to be concerned and the settlement of the company’s capital occupation and assets to be concerned
