About Hna Infrastructure Investment Group Co.Ltd(600515)
Special audit report on occupation of non operating funds, settlement of assets to be concerned and settlement
About Hna Infrastructure Investment Group Co.Ltd(600515)
Assets occupied by non operating funds and requiring attention
Special audit report on liquidation and settlement
Zhonghuan zhuanzi [2022] No. 1710000 Hna Infrastructure Investment Group Co.Ltd(600515) all shareholders:
We have accepted the entrustment to conduct a special audit on Hna Infrastructure Investment Group Co.Ltd(600515) (hereinafter referred to as “HNA foundation”) and the attached special instructions on the occupation of non operating funds of Hna Infrastructure Investment Group Co.Ltd(600515) former major shareholders and their affiliated enterprises, the repayment and settlement of assets that need attention (hereinafter referred to as “repayment and settlement”) and the attached special instructions.
It is the responsibility of HNA’s basic management to prepare and disclose the statement of repayment and settlement and its special instructions, and to provide true, legal and complete information. Our responsibility is to express special audit opinions on the statement of repayment and settlement and its special instructions on the basis of audit.
We conducted the audit in accordance with the relevant provisions of the auditing standards for Chinese certified public accountants. The auditing standards for Chinese certified public accountants require us to abide by the code of professional ethics for Chinese certified public accountants, plan and implement the audit work, so as to obtain reasonable assurance about whether there is no material misstatement in the liquidation and settlement statement and its special instructions. During the audit process, we implemented procedures that we considered necessary, including checking accounting records, consulting reorganization plans and relevant materials. We believe that our audit work provides a reasonable basis for issuing audit opinions. On October 31, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high 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”). In the reorganization plan, “X. description of other matters (IX) rectification and settlement of compliance issues”:
“HNA foundation plans to rectify the occupation of non operating funds, undisclosed guarantees to be held responsible, losses caused to the company by assets to be concerned by the controlling shareholders and their controlling shareholders by backfilling and increasing shares. In the reorganization plan, the rectification of compliance problems can be completed by backfilling and increasing shares to HNA foundation through the controlling shareholders and their allocated shareholders. For example, the court The ruling approved 21 companies to implement the reorganization plan. Page 1 of 3 of the public audit report on listing
The company will no longer enjoy the creditor’s rights against the controlling shareholders and their controlling shareholders due to compliance problems, and the compliance problems will be rectified and properly solved. ” On December 31, 2021, HNA foundation and 20 subsidiaries received the civil ruling served by Hainan high court, which ruled that the reorganization plan had been implemented.
According to the above ruling, we have verified the relevant materials of stock registration provided by the company. 1492295200 converted shares designated to solve compliance problems involved in the reorganization plan have been registered in the manager’s account. The above shares will be subject to the amount of creditor’s rights confirmed by the ruling of Hainan high court, The debt repayment price specified in the reorganization plan (i.e. 15.56 yuan / share) shall be used to pay off the debts of HNA foundation and its 20 subsidiaries. The reorganization plan was ruled and implemented by Hainan High Court on December 31, 2021, and the compliance problems of the company’s non operating capital occupation and assets to be concerned were rectified.
In conclusion, as of December 31, 2021, we believe that the occupation of non operating funds by the original major shareholder of HNA foundation and its subsidiaries, the asset settlement and settlement to be concerned are consistent with the accounting data reviewed by us in all major aspects.
In order to better understand the occupation of non operating funds by the former major shareholder of HNA foundation and its affiliated enterprises, the asset repayment and settlement to be concerned should be read together with the reorganization plan and civil ruling ruled by Hainan high court.
This special audit report is only used to understand the occupation of HNA’s basic non operating funds, asset repayment and settlement to be concerned, and shall not be used for any other purpose.
Audit report page 2 of 3
Hna Infrastructure Investment Group Co.Ltd(600515)
Assets to be concerned about the occupation of non operating funds
Special description of liquidation and settlement
According to the reorganization plan, the company rectified the occupation of non operating funds and assets to be concerned by the original controlling shareholder and its related parties re identified through self inspection by means of asset backfilling, capital reserve backfilling by the original controlling shareholder into shares, etc. As of December 31, 2021, the above problems have been rectified. The details are as follows:
1、 Special self inspection report
Through self-examination, the company found that the company had problems such as the occupation of non operating funds and assets to be concerned by the original controlling shareholders and their related parties. See the announcement on special self inspection on Corporate Governance (No.: p.2021-019) disclosed by the company on January 30, 2021 for details.
2、 Occupation of non operating funds by related parties and assets to be concerned
(I) occupation of non operating funds by related parties
In the self inspection report of the company, the fund occupation balance is 4459.7045 million yuan and the assets to be concerned are 2279.8036 million yuan. As of December 31, 2021, the fund occupation balance is 4975.4075 million yuan and the assets to be concerned are 2279.8036 million yuan. The total is 7255.2111 million yuan. The specific changes 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 209.2503 million as of February 10, 2021 (the difference is the tail difference caused by rounding, the same below), including RMB 59.0176 million of HNA Equity Management Co., Ltd. and RMB 150.2328 million of 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 696293700 yuan of non operating funds of related parties.
(1) In the process of reorganization, the creditor declared 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. Due to the decision not to continue to perform the relevant real estate sales contract 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 occupied by non operating funds of 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 related parties 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 operating fund payable by the basic industry to the equity management company is 3.7362 million yuan. After offset in the reorganization procedure, the non operating fund occupation of related parties is reduced by 3.7362 million yuan.
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.
(II) assets to be concerned
The amount of assets to be concerned involved in the self inspection report is 2279803600 yuan. The original controlling shareholders and their controlling shareholders of the company shall be solved by transferring shares to the company.
3、 As of December 31, 2021, capital occupation and settlement of assets to be concerned
To sum up, the matters involved in the self inspection report shall be solved by the original controlling shareholders and their controlling shareholders of the company through the transfer of shares to the company. The company will pay off the debts of HNA foundation and its 20 subsidiaries with the above transferred shares 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 by Hainan high court. According to the reorganization plan, the original controlling shareholders and their controlling shareholders of the company transferred 1492295200 shares to the company; And the aforesaid 1492295200 shares converted into shares have been registered in the manager’s account on December 21, 2021. On December 31, 2021, the higher people’s Court of Hainan Province ruled that the implementation of the reorganization plan had been completed, and the non operating capital occupation of related parties and the compliance of assets to be concerned involved in the self inspection report had been rectified.
