HNA investment was asked: is it necessary to raise a large amount of debt with 1.3 billion on its account?

On December 12, the Shenzhen Stock Exchange issued a semi annual report inquiry letter to HNA investment, asking for explanations of the restrictions or potential restrictions on the use of monetary funds, as well as the necessity and rationality of the company to maintain a high level of monetary funds while raising high amounts of debt. According to the semi annual report, the monetary capital of HNA investment at the end of the period was 1.356 billion yuan, of which 104100 yuan was cash on hand and the rest were bank deposits. “Business discussion and analysis” part shows that the company’s main financing channels are other, with a financing balance of 1.052 billion yuan and financing cost of 6.95%. < / P > < p > restrictions or potential restrictions on the use of monetary funds, including but not limited to the limited amount, reasons for restrictions, corresponding information disclosure, whether to jointly or jointly manage accounts with controlling shareholders or other related parties or other agreements, and analyze the security and recoverability of monetary funds held up to now. < / P > < p > combine the company with the holding company Business, capital flow and guarantee of shareholders and their related parties, capital flow and guarantee, as well as capital status of the company’s controlling shareholders, etc., indicating whether there are non operating occupation or disguised occupation of the company’s funds by the controlling shareholders, actual controllers and their related parties, and providing guarantee to related parties in violation of regulations. According to the inquiry letter, the company has no accumulated land reserve for many years. According to the semi annual report, the company’s net profit during the reporting period was – 30184400 yuan, a year-on-year decrease of 4479.28%. Tianjin Gezhi and tieshimen phase II projects acquired by the company in the early stage have not been put into operation. The main real estate project Tianjin Yicheng Tangting has only the tail end, and the accumulated leased area of commercial part is 0. The Shenzhen stock exchange requires the company to explain the main arrangements for ensuring the sustainable operation ability and improving the operating performance in the future when the short-term profitability of the investment target cannot be achieved in the near future. In addition, the inquiry letter pointed out that in February 2019, the company replaced 77.47% of Hainan Haitou No.1 investment partnership (hereinafter referred to as “Haitou No.1” or “transaction target”) held by HNA Investment Holding Co., Ltd. (hereinafter referred to as “Haitou Holdings”) with 100% equity and creditor’s rights held by Hainan Hengxing venture capital fund Co., Ltd The transaction price is 697.1903 million yuan, and the corresponding 100% share price of Haitou No.1 is 899.9488 million yuan. The relevant transaction has been completed. In September 2019, the company intends to acquire 7.30% of Haitou No.1 held by Haitou holding company at a transaction price of RMB 72.95 million, and the corresponding 100% share price of Haitou No.1 is RMB 999.3151 million, but the relevant matters are rejected by the general meeting of shareholders. < p > < p > the Shenzhen Stock Exchange has sent the company a letter of concern, a letter of inquiry on the semi annual report of 2019 and an inquiry letter of annual report on the above-mentioned transactions. According to the announcement on the reply to the inquiry letter on the annual report of Shenzhen Stock Exchange in 2019 disclosed by the company on August 7, 2020, the withdrawal time of tieshimen phase III project has been delayed and the company needs additional investment. < / P > < p > on September 25, 2020, the company disclosed the announcement on the company’s acquisition of Hainan Haitou No.1 investment partnership shares and related transactions (hereinafter referred to as the “announcement”), which plans to purchase the 9.78% fund shares of Haitou No.1 held by Haitou holdings with 112.6973 million yuan, and the corresponding price of 100% shares of Haitou No.1 is 1152.3541 million yuan, and the underlying asset of Haitou No.1 tieshimen phase III project An office building for Macy’s in New York City. This related party transaction does not need to be deliberated by the general meeting of shareholders. After the completion of the transaction, the company’s shareholding ratio of Haitou No.1 increased from 77.7% to 87.48%. According to the announcement, < / P > < p > the shareholders of Haitou No.1 are all related parties of the company. In May 2020, all shareholders of Haitou No.1 increased the capital of Haitou No.1 by 39.9715 million yuan, and the shareholding ratio increased from 7.30% to 9.78%; the company increased the capital of Haitou No.1 by 140 million yuan, and the shareholding ratio remained unchanged, which was the main reason for the increase of the target price of this transaction compared with the last time. Please explain the main considerations for capital increase and share expansion of the transaction subject matter, whether there is any contradiction with the relevant description of “the remaining investment obligation will no longer be borne by the listed company” in the asset replacement announcement disclosed by the company in February 2019, and whether the company has fulfilled the review procedures and disclosure obligations in time. According to the announcement, < / P > < p > the announcement shows that due to the impact of the epidemic situation, the domestic appraisers can not go to the scene to evaluate the underlying assets of the subject matter. Therefore, the evaluation results of the third-party evaluation agency are not quoted in this transaction, and the transaction price refers to the net asset value of Haitou No.1 on June 30, 2020. Please explain whether the transaction price is higher than the rationality of the previous price setting under the condition that the relevant assets are seriously affected by the epidemic, the construction period is delayed, the company has a dispute with tieshimen, Macy’s department store closes 100 stores and layoffs of 10000 people in 2020, and whether the transaction price is in line with the price change trend and sales situation of comparable projects in the regional office market and surrounding areas And the company still adhere to the main considerations of capital increase and share expansion of the transaction subject matter and the acquisition, whether there is the situation of transferring interests to related parties, and whether it is conducive to safeguarding the interests of listed companies. Independent directors are requested to check and express their opinions. According to the announcement, < / P > < p > as of now, tieshimen phase III has not yet been opened, and the operating revenue of Haitou No.1 in 2019 and 2020 is 36.0445 million yuan and 18.2925 million yuan respectively. Please explain that tieshimen phase III has not been delivered, but Haitou No.1 confirms the rationality of relevant income. The announcement of < / P > < p > shows that the company does not have the decision-making power on the partnership, and the company will not include it into the scope of consolidated statements after this transaction, and relevant matters have no significant impact on the company. Based on the relevant agreements, voting mechanism of the board of directors of the board of shareholders and the ownership of operation decision-making power, please explain the main basis for the company’s contribution ratio of 87.48% but failed to include Haitou No.1 into the scope of consolidated statements, whether it is sufficient and reasonable, and whether it conforms to the provisions of accounting standards for business enterprises. Ask the accountant to check and comment. It is mentioned in the inquiry letter that Shenzhen Stock Exchange issued a letter of concern to HNA Investment Group Co., Ltd. (No. 107 of the company department in 2020) on August 10, 2020. Since then, the company has repeatedly urged the company to reply to relevant inquiries and fulfill the obligation of information disclosure in a timely manner. However, up to now, the company has not completed the reply and disclosure of the above concern letter. Shenzhen stock exchange requires the company to truthfully and completely reply to the inquiry on relevant matters of the company as soon as possible, and fulfill the obligation of information disclosure timely, truly, accurately and completely. < / P > < p > Disclaimer: the purpose of this article reprinted by china.com finance and economics is to convey more information and does not represent the views and positions of the website. The content of this paper is for reference only and does not constitute investment advice. Investors operate accordingly and bear their own risks. < p > < p > Chinanet is a national key news website under the leadership of the Information Office of the State Council and managed by China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website releases information 24 hours a day, which is an important window for China to carry out international communication and information exchange.