Traditional Culture Encyclopedia - Hotel accommodation - HNA Investment replied to the inquiry letter: The shutdown of several projects is a liquidity crisis.
HNA Investment replied to the inquiry letter: The shutdown of several projects is a liquidity crisis.
According to the new media of Viewpoint Real Estate, the first question in the inquiry letter is that some land and properties of Hainan Kangleyuan HNA Resort Hotel, Kunming Crowne Plaza Hotel and Suzhou Hotel have been mortgaged, sealed up or frozen, and Hangzhou Hua Ting Yun Qi Resort Hotel has been mortgaged and its operation is suspended at this stage. Crowne Plaza Kunming and Suzhou Hotel are closed and have not yet opened.
1. The main reasons for the above assets being mortgaged, sealed up or frozen involve the specific loan object, loan amount and loan term, and whether the counterparty has the ability to lift the mortgage, freeze or seal up. The HNA investment claim is the sealed-up assets that the court allows the executed enterprise to use within the normal production range during the enforcement process. As an operating lessor, the mortgage and seizure of HNA investment will not affect the subsequent pension reform and operation.
At the same time, as a leasing operator, HNA Investment has no direct connection with the subsequent operation in the aspects of mortgage, operating conditions and shutdown of the leased hotel, and is confident that the leased hotel will become an excellent pension institution. Counterparties, as lessors and asset holders, still hold and manage relevant assets. The above seizure belongs to asset preservation seizure, not judicial seizure seizure, and does not affect the operation of related assets. At the same time, the lessor has the right to lease assets. Counterparties are also actively communicating with creditors, and are pushing forward related matters such as lifting mortgage and freezing.
In addition, regarding the risks that asset defects may bring to HNA investment, the company has made an agreement in the lease contract to protect the legitimate rights and interests of listed companies and minority shareholders: the lease contract clearly stipulates that listed companies have the preemptive right to lease the subject matter; On the basis of preemptive right, the lease contract stipulates a clear breach clause. If the business cannot be resumed in time due to the lessor's reasons, we will actively safeguard the legitimate rights and interests of listed companies and minority shareholders according to the lessor's liability for breach of contract in the lease contract. In this transaction, HNA Hotel Holding Group Co., Ltd., as the guarantor, voluntarily provides joint liability guarantee for all the payment obligations of the lessor under the lease contract in order to ensure the normal performance of the relevant subject matter.
Secondly, regarding the specific circumstances and reasons for the closure of some hotels, as well as the conditions and expected time for resuming business or opening, HNA Investment replied that the leased object will be renovated and transformed into an old-age care institution after our lease, and the closure of the leased object hotel is a necessary prerequisite for renovation. The current renovation progress is conducive to our promotion and renovation as a follow-up operator. After our formal lease is completed, we will actively promote the transformation and put the lease project into operation as soon as possible.
At present, the project shutdown status is Suzhou Hotel Project shutdown at the end of March 2065438+2008. The acceptance of the main structure of the project has been completed, and the fine decoration has not started. The reason is that the project has been suspended so far based on the promotion of the liquidity crisis resolution work of HNA Group.
Hangzhou Yun Qi Hotel was closed on June 20 1 16 due to the reconstruction plan of the project, and the interior of buildings 1, 2, 6, 7, 8 and 9 (now frame buildings) was demolished, and the main building and buildings 3, 4 and 5 remained intact. The reason is that the hotel was originally planned to upgrade, but it was stopped because of the overall liquidity crisis of the group.
Crowne Plaza Kunming was closed on February 2065438+2008. The main structure of the hotel is capped, and the secondary masonry structure is 90% completed; Fine decoration to complete the construction of the model room. The reason is that the construction is suspended based on the overall arrangement of HNA Group's liquidity crisis resolution work.
Thirdly, whether Hainan Lekang HNA Resort Hotel, Suzhou Crowne Plaza Hotel and Hangzhou Hua Ting Yun Qi Resort Hotel have provided other guarantees for related parties, and whether they have conducted capital transactions with related parties. HNA Investment replied that there is no other situation of providing large amount of guarantee for related parties except the guarantee and mortgage that we have explained and disclosed. At the same time, the rental company only has normal business dealings with related parties.
The second question in the inquiry letter shows that the operating income of Hainan Xinglong Hot Spring in the first three quarters of 2020 was 39610.6 million yuan, and the net profit was-10.232438+0.0 million yuan. Hangzhou Hua Ting Yun Qi has an operating income of 667,000 yuan and a net profit of 2,258,500 yuan in the first three quarters of 2020. The operating income of Kunming Yang Zijiang Real Estate and Suzhou Hotel in the first three quarters of 2020 is 0. The assessment report shows that the annual rent of the above projects in 2020 is estimated to be 55216800 yuan, increasing by 5% every five years.
The first is to supplement the disclosure of the main process, key parameter assumptions and judgment basis of the evaluation conclusion, and report the evaluation progress. HNA Investment replied that the main processes for reaching the appraisal conclusion include appraiser's risk assessment, undertaking projects, signing contracts, field investigation, market rent price survey, case selection, appraisal calculation, report writing, internal three-level audit, communication with customers and external audit. It is considered that the houses and buildings included in the evaluation scope can be rented according to the current market rent price in the region to realize their market rent value. Therefore, it is decided to use the market method to calculate the entrusted property on the appraisal benchmark date.
The calculation formula is: the rent of the real estate to be appraised = transaction rent of the reference object × normal rent situation/rent situation of the reference object × regional element value of the real estate to be appraised/regional element value of the reference real estate × individual element value of the real estate to be appraised/individual element value of the reference real estate.
Secondly, as of June 65438+1October 3 1 day, the annual rental market value of Hainan Lekang HNA Resort Hotel, Kunming Crowne Plaza Hotel, Suzhou Hotel and Hangzhou Hua Ting Yun Qi Resort Hotel including tax is 6.237 million yuan, 7.2802 million yuan,/kloc-0.49802 million yuan and 2.67 million yuan respectively. Please explain whether the mortgage, freezing or seizure of relevant assets and the closure or closure of some hotels have been considered in this appraisal, and further analyze the rationality of this appraisal value in combination with the first three quarters and current operating conditions of relevant hotels.
In this regard, HNA Investment replied that Crowne Plaza Kunming is located at the intersection of Huancheng West Road and Xiba Road in Kunming, and the construction has not yet been completed. The project under construction was completed in February 20 18, and the main building has 37 floors. The frame structure, the main structure of the main building, the annex and the podium have been capped, and the secondary masonry structure and basement putty construction have been completed by 90%, with a construction area of 37 floors. The land area is 10,971.10 m2, and the land use right certificate has been obtained. The registration right is Kunming Yang Zijiang Real Estate Co., Ltd., and the land use period is 40 years. The land is used for commercial finance, with a service life of 20 1 1 year to 205 1 year. The hotel is closed at this stage.
Kangleyuan Hotel is located in the famous Wanning Xinglong Hot Spring Resort in Hainan Province. In August 2000, it was officially rated as a five-star resort hotel by the National Tourism Administration. Kangleyuan Hotel has a total of 19 buildings and 436 guest rooms, with a land area of128,300 square meters and a construction area of 38,800 square meters. The hotel is operating at this stage.
Hangzhou Yun Qi Hotel is located in Building 1No. Meiling South Road, Xihu District, Hangzhou City, Zhejiang Province, with a land area of 96,900 square meters and a construction area of 45,800 square meters. * * * There are 230 guest rooms, 8 conference halls, 2 Chinese and Western restaurants and a clubhouse box 1 1. The hotel is closed at this stage.
Suzhou Hotel is located in building 5, No.345 Shiquan Street, Suzhou, with a land area of 44,000 square meters and a construction area of 66,200 square meters. At present, the main frame structure has been completed, and it is in a state of suspension as of 2020 1 1.03.
Iii. Explain the main considerations for signing a long-term lease contract with related parties in the case of poor management of the counterparty and obvious defects in related assets, whether there is any situation of transferring benefits to related parties, and whether it is conducive to safeguarding the legitimate rights and interests of listed companies and minority shareholders.
In this regard, HNA Investment replied that the main considerations for the company to sign a long-term lease contract with related parties are based on the prospects of the health care industry, the advantages of HNA's investment in medical care and the rental opportunities of high-quality property assets. Among them, Zheng Yang Investment is a medical investment operation platform built by HNA on 20 13, and the first nursing home opened on 20 16.
The third question in the inquiry letter, in this transaction, HNA Hotel Holding Group Co., Ltd., as the guarantor, voluntarily provides joint liability guarantee for all the payment obligations of the lessor under the lease contract. In 20 19, the hotel holding group realized an operating income of 654.38+0.2 billion yuan and a loss of 654.38+0 billion yuan. Please indicate whether the guarantor has sufficient ability and willingness to perform the contract in combination with the guarantor's operating performance, cash flow and asset strength.
According to the information disclosed by HNA Investment, HNA Hotel Holding Group was established on June 65438+1October 265438+1October 2003 with a registered capital of10377,000 yuan. In 20 19, the total audited assets were 28.21600 million yuan, the total liabilities were18.256 billion yuan, and the total owners' equity was 9.959 billion yuan, including 6.206 billion yuan. The main business income is11990,000 yuan, and the net profit is-10.45 million yuan, of which the net profit attributable to the mother is-878 million yuan.
According to the assets of HNA Hotel Holding Group and the solution after the lessor's breach of contract, the guarantor has full performance ability. At the same time, after the operation of the pension project, according to the project plan, it will bring better rental income and potential future property appreciation opportunities to the owners, and the owners have a strong willingness to perform. Moreover, after the first batch of pilot transformation projects are mature, they can copy the experience of project cooperation and gradually expand the scale of cooperation, which is conducive to the business development of the other party.
The fourth question in the inquiry letter, please explain the accounting treatment process of related party transactions in combination with the specific arrangements of this agreement and predict the impact on your company's future profits and losses.
HNA Investment replied that according to the Announcement on Signing Pension Lease Contracts and Related Transactions by wholly-owned subsidiaries, the overall lease term of the lease contract to be signed this time is 65,438+05, and the annual rent is 55.08 million yuan, totaling 826.2 million yuan. The rent is paid annually. According to the lease agreement, in 2020, the lease deposit of four hotels will be 55.08 million yuan, and the decoration deposit will be 2 1 10,000 yuan.
In the fifth question of the inquiry letter, HNA Investment disclosed the Announcement on Signing Major Contracts for Daily Operation from June, 205438 to February, 2020. Centennial Life intends to acquire the remaining office buildings, centralized businesses, shops, serviced apartments and parking spaces of Yicheng Tang Ting Project held by Tianjin Yicheng Shanshui, a wholly-owned subsidiary of your company, with a transaction consideration of 65.438+0.273 billion yuan, accounting for 596.60000000006
At the same time, the Announcement on Tianjin Yicheng Shanshui Real Estate Development Co., Ltd., a wholly-owned subsidiary of Centennial Life Insurance Co., Ltd. disclosed by the company in June 2065438+2007, shows that Centennial Life intends to increase its capital by1150 million yuan. After the capital increase, Centennial Life holds 48.94% equity of Yicheng Shanshui, and your company holds 566 million yuan of Yicheng Shanshui. The investment period of centennial life insurance is 5 years, and the fixed investment income is obtained every year, with a yield of 6.95%. After the investment expires, your company will unconditionally repurchase all Yicheng Shanshui shares held by Centennial Life, and Yicheng Shanshui agrees to provide asset mortgage guarantee for your company to fulfill its repurchase and other related obligations. Collateral is the project office building and commercial real estate with Yicheng landscape.
First, Yicheng Shanshui is a wholly-owned subsidiary of your company. Except for 65,438+03 serviced apartment and 65,438+0,65,438+049 parking spaces, all other properties have been mortgaged to Centennial Life. Please explain the specific reason and purpose of Yicheng Shanshui's mortgage of relevant property assets to Centennial Life, the progress of capital increase in the early stage of Centennial Life, whether the current shareholding structure of Yicheng Shanshui is inconsistent with the previous announcement, and whether your company has fulfilled its disclosure obligations in time.
In this regard, HNA Investment replied that the current shareholding structure of Tianjin Yucheng Shanshui is consistent with the previous announcement. Centennial Life holds 48.94% shares in Tianjin Yicheng Shanshui, and the company holds 565,438+0.06% shares in Tianjin Yicheng Shanshui.
The statement that "Tianjin Yicheng Shanshui, a wholly-owned subsidiary of HNA Investment Group Co., Ltd., is a wholly-owned subsidiary" in the Announcement on Signing Major Contracts for Daily Operation disclosed by the company on June 5, 2020 is incorrect, and it is now corrected to "Tianjin Yicheng Shanshui Real Estate Development Co., Ltd., a holding subsidiary of HNA Investment Group Co., Ltd.".
Second, after the signing of the agreement, Centennial Life will begin to release the basic assets. Combined with the question 1, please explain the specific amount and main contents of your company's current transaction with Centennial Life, whether your company needs to pay 6.95% of the fixed investment income, and whether the relevant funds obtained from the sale of related assets are used to offset your company's current debts with Centennial Life.
In this regard, HNA Investment stated that Centennial Life has increased its capital by 65,438+065,438+050 million yuan to the landscape of Tianjin Weiyi City; In 2065,438+08, the company paid Centennial Life to buy back shares of Tianjin Yicheng Shanshui for RMB 42 million; In 2065,438+09, the company paid Centennial Life to buy back Tianjin Yicheng Shanshui for RMB 56 million.
Up to now, the main contents of the company's contact with Centennial Life Insurance are the balance of all paid-in capital contribution of Centennial Life Insurance to the company of 654.38+0.52 billion yuan, and the investment income of Centennial Life Insurance calculated by 6.95% fixed investment income in the first half of 2020 of 38 million yuan. Part of the funds obtained from the sale of related assets by Tianjin Yicheng Shanshui, a holding subsidiary of a listed company, have been used by the listed company to repay the current debt to Centennial Life.
Third, the pricing basis of this transaction is the real estate appraisal consultation report issued by the appraisal agency. Please disclose the relevant appraisal report, and explain the rationality of the appraisal and the fairness of the transaction price in combination with the appraisal assumptions, appraisal methods, specific appraisal process and performance in recent three years.
In this regard, HNA Investment replied that the assets sold this time were evaluated and priced by comparison method and income method. In the commercial part, there are few large-scale commercial transactions, and the commercial part of the appraisal object should be rented out as a whole, so only the income method is used in the appraisal; The office building part adopts comparison method and income method;
Some serviced apartments can be sold in batches, with high market demand and active transactions, but the general rate of return is low. If the income method is used to estimate, it can not truly reflect its actual market value, so the serviced apartment can only be evaluated by comparative method;
As for the underground parking space, considering that the underground garage is a leased property, which can generate cash flow continuously, and the underground garage supporting commercial formats is scarce, it is generally not sold to the outside world. This appraisal only adopts the income method.
IV. Please explain the specific impact of this transaction on the current and future financial status and operating results of listed companies, and whether the timing, accounting treatment and judgment basis of this transaction are in line with the relevant provisions of the Accounting Standards for Business Enterprises.
In this regard, HNA Investment stated that according to Article 5 of the Accounting Standards for Business EnterprisesNo. 14-Revenue, when the contract signed between the enterprise and the customer meets the following conditions at the same time, the enterprise shall recognize the revenue when the customer obtains the control right of the relevant goods.
At the same time, the signing of this contract will have a positive impact on the company's operating performance this year. The total contract amount is 65.438+27.3 million yuan (including tax). The confirmation time and accounting treatment of the profit and loss of this transaction will be confirmed according to the implementation progress of the Real Estate Purchase and Sale Agreement and accounting standards. The judgment is based on the statement in Accounting Standards for Business Enterprises No.65438 +04- Revenue that "an enterprise shall recognize revenue when the customer obtains the control right of relevant commodities", and confirm the profit and loss.
Fifth, the semi-annual report shows that the company's real estate projects are only Yicheng Tang Ting Project. Please combine the company's main business development and future development strategy, fully explain the main consideration of this asset sale, whether it conflicts with the logic of continuing to buy or increase real estate business from related parties in the early stage, and whether it is conducive to safeguarding the legitimate rights and interests of listed companies and minority shareholders.
In this regard, HNA Investment replied that the company's asset sale behavior does not conflict with the logic of acquiring tishman speyer Phase I and Phase III projects from related parties in the previous period, which is conducive to safeguarding the legitimate rights and interests of listed companies and minority shareholders.
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