15 / F, Ronghe yuntu center, No. 139, Taibai South Road, Xi’an, Shaanxi Province zip code: 710065
Floor15,Rong he Cloud Centre,No.139,South Taibai Road，
Xi’an ,Shaanxi Province, P.R.China. Post code:710065
Tel: (8629) 88360125 / 88360126 / 88360128 Fax: (8629) 88360129 website: H ttp://www.kdxa.com. Beijing Kangda (Xi’an) law firm on Ccoop Group Co.Ltd(000564)
Undisclosed matters related to guarantee
of
Legal opinion
April, 2002
Beijing Kangda (Xi’an) law firm
About Ccoop Group Co.Ltd(000564)
Failure to disclose matters related to guarantee
Legal opinion
To: Ccoop Group Co.Ltd(000564)
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the enterprise bankruptcy law of the people’s Republic of China, and the administrative measures for the issuance of securities by listed companies (hereinafter referred to as the administrative measures) Understanding and application of Article 39 of the measures for the administration of securities issuance of listed companies “providing external guarantees in violation of regulations and not yet lifted” — opinions on the use of securities and futures laws No. 5 (hereinafter referred to as “opinions on the application of securities and futures laws”), Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) (hereinafter referred to as “Listing Rules”) and other currently effective relevant laws and administrative regulations According to the regulations, normative documents (hereinafter referred to as “laws and regulations”) and Ccoop Group Co.Ltd(000564) articles of association, Beijing Kangda (Xi’an) law firm (hereinafter referred to as “the firm”) accepts the entrustment of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “supply and marketing collection” or “company” or “listed company”) to issue this legal opinion on relevant legal issues related to the undisclosed guarantee matters of the company.
Matters declared by our lawyer:
1. In order to issue this legal opinion, our lawyers reviewed the relevant materials provided by the company and listened to the statements and explanations made by the company on relevant facts. The company has guaranteed that it has provided the exchange with all the original written materials or copies required to issue this legal opinion, and such materials are true, accurate, complete and effective, without any concealment, omission and falsehood, and the copies or copies of the materials are consistent with the original materials or originals; The signatures and seals of all documents are authentic; The signatories of all documents submitted have full civil capacity, and their signing has been properly and effectively authorized. Our lawyers rely on the supporting documents or relevant professional reports issued by relevant government departments, supply and marketing fairs or other units to express legal opinions on the facts that are crucial to the issuance of legal opinions and cannot be supported by independent evidence.
2. This legal opinion only expresses legal opinions on the legal issues related to the undisclosed guarantee matters in the supply and marketing collection, and does not express opinions on other issues, accounting, audit, asset evaluation and other professional matters. Our lawyers do not have the professional qualification to check and judge the contents of professional documents such as accounting, audit and asset evaluation cited in this legal opinion. The reference of these professional documents and their contents in this legal opinion does not mean that our lawyers make any express or implied guarantee for the authenticity and accuracy of these professional documents and their contents.
3. Our lawyers express legal opinions based on the facts that have occurred or exist before the date of issuance of this legal opinion, the provisions of China’s current effective laws and regulations and the understanding of relevant facts, laws and regulations. We do not guarantee that any change or interpretation of these laws and regulations after the issuance of this legal opinion will not affect this legal opinion.
4. Our lawyer agrees that the company will report and use this legal opinion together with other materials. No one shall use it for any other purpose without our written consent.
Based on the above, the office and the handling lawyer have verified and verified the relevant documents and facts provided by the supply and marketing collection in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the following legal opinions:
1、 Supply and marketing Daji and its subsidiaries did not disclose the basic information of the guarantee
According to the 2020 annual report of supply and marketing Daji and the announcement of Ccoop Group Co.Ltd(000564) on the special self inspection report on the governance of listed companies (Announcement No.: 2021007) (hereinafter referred to as the “self inspection report”) issued by the company on January 30, 2021, and verified by the lawyers of the exchange, the specific conditions of the undisclosed guarantee of supply and marketing Daji and its subsidiaries as of December 31, 2020 are as follows:
No. creditor debtor guarantor undisclosed guarantee amount guarantee type guarantee period (yuan) (year)
Tianjin Binhai rural commercial bank Hainan Yisheng large Hainan supply and marketing large centralized deposit unit pledge
1 Industrial Bank Co., Ltd. Jiji Agricultural Technology Holding Co., Ltd. 11000000000 insurance 1
Company Limited
Tianjin Binhai rural commercial bank Hainan Yisheng large Hainan supply and marketing large centralized deposit unit pledge
2 Industrial Bank Co., Ltd. Jiji Agricultural Technology Holding Co., Ltd. 9000000000 insurance 1
Company Limited
Tianjin Binhai rural commercial bank Hainan Yisheng large Hainan supply and marketing large centralized deposit unit pledge
3 Industrial Bank Co., Ltd. Jiji Agricultural Technology Holding Co., Ltd. 5000000000 insurance 1
Company Limited
Serial number creditor debtor guarantor does not disclose guarantee amount guarantee type guarantee period
4 western Trust Co., Ltd. HNA Industrial Collection Shandong HNA commercial 485 Tianjin Tianbao Infrastructure Co.Ltd(000965) 0 pledge guarantee 1
Situan Development Co., Ltd
5 western Trust Co., Ltd. HNA Industrial Collection Shandong HNA commercial 212939990350 mortgage guarantee 1
Situan Development Co., Ltd
Shengjing Bank Co., Ltd. has HNA commercial control Changchun Meifang people
6. Changchun Branch Co., Ltd. Sheng shopping center has 149000000 mortgage guarantee of 0.5
Limited company
Shengjing Bank Co., Ltd. has HNA commercial control Changchun Meifang people
7 Limited Company Changchun Branch Co., Ltd. Sheng shopping center has 73200000000 mortgage guarantee 1
Limited company
Huaao International Trust has HNA Industrial Collection and Xi’an XingZhengYuan purchase
8. Mortgage guarantee of Property Center Co., Ltd. of Group Co., Ltd. 32465522301 2
department
China China Construction Bank Corporation(601939) shares Xinhua new cooperative Loudi new cooperative Chen
9 mortgage guarantees of Xinhua underground space Kaide Real Estate Co., Ltd. 10000000000 6
Branch Development Co., Ltd
10 Tianjin Trust Co., Ltd. HNA commercial control supply and marketing Daji group 57000000000 mortgage guarantee 1
Ren Co., Ltd
China China Construction Bank Corporation(601939) shares HNA basic control supply and marketing Daji group
11 copies of 48470000000 credit guarantee of Haikou Group Co., Ltd. 2
Xinhai Airlines sub branch company
Huarong Xiangjiang bank shares HNA commercial control supply and marketing Daji group
12 credit guarantees of Changsha Stock Co., Ltd. 15000000000 2
branch
Haikou rural credit Hainan Wanghai International
Cooperative association, Sanya Nong Commercial Plaza Co., Ltd
13 village commercial bank shares HNA freight has 14965936302 credit guarantee from supply and marketing company–
Ltd., Wuzhishan Co., Ltd. and Jiji Group Co., Ltd
Municipal Rural Credit Cooperation Co., Ltd
cooperative association
China Shipping Group
14 copies of 900000000 credit guarantee of Haikou Group Co., Ltd
Xinhai Airlines sub branch company
Total 509691458603
2、 Confirmation of creditor’s rights related to undisclosed guarantee matters
(I) guarantee provided by reorganized enterprise
On February 10, 2021, Hainan Higher People’s Court (hereinafter referred to as “Hainan high court”) ruled to accept the reorganization case of supply and marketing Daji and its 24 subsidiaries according to law, and appointed the liquidation group of HNA Group as the reorganization manager of supply and marketing Daji and its 24 subsidiaries (hereinafter referred to as “the manager”), and the company entered bankruptcy reorganization.
On October 31, 2021, Hainan high court ruled to approve the reorganization plan of Ccoop Group Co.Ltd(000564) and its 24 subsidiaries (hereinafter referred to as the reorganization plan).
According to the reorganization plan, the civil ruling of Hainan high court and other materials provided by the company, the confirmation of creditor’s rights related to the guarantee provided by the reorganization enterprise is as follows:
No. creditor debtor guarantor creditor’s rights confirmation nature of creditor’s rights
Tianjin Binhai rural Hainan Yisheng Daji Hainan supply and marketing University
1. Commercial Bank Agricultural Technology Co., Ltd. Jiji Holding Co., Ltd–
According to the information provided by the company, the Three Guarantees
Tianjin Binhai rural Hainan Yisheng Daji Hainan supply and Marketing Co., Ltd. ended in 2021 due to the principal debtor’s failure to repay on time
2. The agricultural science and Technology Co., Ltd. of the commercial bank was deducted by the financial institution according to the contract–
Limited company funds, forming controlling shareholders and other related parties
Non operating occupation of listed companies by the party
Tianjin Binhai rural Hainan Yisheng collects large funds for supply and marketing in Hainan without confirming creditor’s rights.
3 Commercial Bank Agricultural Technology Co., Ltd. Jiji Holding Co., Ltd–
Limited company
Supply and marketing dajijing Hainan high court (2021) qiongpo No. 21
4 the civil ruling of Tianjin Trust Co., Ltd. HNA commercial Holding Group Co., Ltd. confirms that the amount of creditor’s rights subscribed by the general creditor’s rights liability company Co., Ltd. is
24504585000 yuan
China China Construction Bank Corporation(601939) supply and marketing dajijing Hainan high court (2021) qiongpo No. 21
5. The civil ruling of HNA foundation Holding Group Co., Ltd. confirms the general creditor’s right, and the determined amount of the creditor’s right of Haikou new HNA Branch Group Co., Ltd. is
Line 13599497751 yuan
Supply and marketing dajijing Hainan high court (2021) qiongpo No. 21
6 Huarong Xiangjiang bank HNA commercial Holding Group Co., Ltd. confirmed in the civil ruling that the confirmed amount of ordinary creditor’s rights of Changsha Branch Co., Ltd. was 3473131780
element
Haikou Rural Letter Hainan Wanghai Guojing Hainan high court (2021) qiongpo 21
With the cooperative association, three
