Guohao law firm (Shanghai)
About
Hna Investment Group Co.Ltd(000616) concern letter
of
Special verification opinions
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Tel: (+ 86) (21) 52341668 Fax: (+ 86) (21) 52341670
Website: http://www.grandall.com.cn.
May 2022
Guohao law firm (Shanghai)
Letter on Hna Investment Group Co.Ltd(000616) concern
of
Special verification opinions
To: Hna Investment Group Co.Ltd(000616)
Entrusted by Hna Investment Group Co.Ltd(000616) (hereinafter referred to as the “listed company”), Guohao law firm (Shanghai) (hereinafter referred to as “the firm”) has conducted special verification on the relevant matters in the letter of concern on Hna Investment Group Co.Ltd(000616) (hereinafter referred to as the “letter of concern”) issued by the Ministry of company (2022) No. 225 issued by Shenzhen Stock Exchange.
On the basis of the securities exchange law of the people’s Republic of China and the relevant laws and regulations of the people’s Republic of China on the Securities Exchange (2022), and the relevant normative documents of the people’s Republic of China on the securities exchange, As well as the provisions of the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this special verification opinion, this special verification opinion is issued in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Section 1 matters declared by lawyers
For the issuance of this special verification opinion, our lawyer hereby makes the following statement:
1、 The lawyers of the firm shall express legal opinions according to the facts that have occurred or exist before the date of issuance of the special verification opinions and the provisions of the current laws, regulations and normative documents of China; In this special verification opinion, the validity of certain matters or documents determined by the exchange is based on the applicable laws and regulations at the time of such matters, and also takes full account of the approval and confirmation given by relevant government departments.
2、 Our lawyers’ understanding and judgment of the relevant facts involved in this special verification opinion ultimately depend on the documents, materials and statements and explanations provided by the listed company and relevant parties to the exchange. Before issuing this special verification opinion, the listed company and its subsidiaries have guaranteed the authenticity, integrity and accuracy of the documents, materials and statements and explanations provided by them to the exchange and our lawyers, and there are no false records Misleading statements or material omissions; For the fact that it is very important to issue this special verification opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, listed companies or other relevant units.
3、 Our lawyers have performed their statutory duties, followed the principles of diligence and good faith, and verified the relevant legal matters of the letter of concern (limited to the matters on which the special verification opinions are expressed), so as to ensure that there are no false records, misleading statements and major omissions in the special verification opinions.
4、 Our lawyers agree to take the special verification opinions as the necessary legal documents for the company to report to Shenzhen Stock Exchange and other competent departments, report them together with other application materials, and bear the responsibility for the legal opinions issued in accordance with the law.
5、 The lawyer of the exchange agrees that the listed company shall quote the contents of this special verification opinion in part or in whole in relevant documents in accordance with the relevant provisions of Shenzhen Stock Exchange and other competent departments, but the listed company shall not cause legal ambiguity or misinterpretation due to the quotation. The listed company shall ensure to obtain the confirmation of the relevant contents from the exchange and its lawyers before issuing the relevant documents, and timely notify the exchange and its lawyers when making any modification to the relevant documents.
6、 The exchange only gives legal opinions on the legal issues in the special verification opinions, and does not give opinions on professional matters such as accounting, audit and asset evaluation. The quotation of some data or conclusions in relevant accounting statements, audit and asset evaluation reports in this special verification opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions, and the exchange does not have the appropriate qualification to verify and evaluate the contents of these documents.
7、 This special verification opinion is only used by listed companies to report to Shenzhen Stock Exchange on matters related to the letter of concern. Without the written consent of the exchange, this special verification opinion shall not be used for any other purpose.
Section II main body
Question 4 of the letter of concern Hangzhou yunqi and the controlling shareholder of your company are controlled by the same actual controller. Your company’s controlling shareholder and its related parties HNA Group Co., Ltd. and HNA logistics have been approved by the court. Please explain whether the issuance of the letter of commitment and the signing of the real estate mortgage contract are the true expression of their intention, whether they may constitute individual repayment, whether other creditors other than your company have the right to obtain compensation for relevant mortgaged assets, whether your company has the right of priority repayment, and the legality and compliance of relevant arrangements in combination with the reorganization progress of your company’s controlling shareholder and its related parties, Hangzhou yunqi’s debts and litigation, Whether there is a risk of cancellation, whether relevant matters may affect the promotion of related party reorganization, and whether there are legal risks in the disposal of relevant assets. Ask a lawyer to check and express clear opinions.
reply:
1、 Progress in restructuring of the company’s controlling shareholders and their related parties
On February 10, 2021, HNA investment received a notice from the controlling shareholder HNA Capital Group Co., Ltd. (hereinafter referred to as “HNA capital”) and its related parties HNA Industry Group Co., Ltd. (hereinafter referred to as “HNA industry”) and HNA Group Co., Ltd. (hereinafter referred to as “HNA group”) HNA Group has received the civil ruling from Hainan Higher People’s court respectively on February 10, 2021. Hainan Higher People’s court ruled to accept the reorganization application of relevant creditors to HNA capital, HNA industry and HNA Group.
On March 15, 2021, HNA investment received the notice from the shareholder HNA Investment Holding Co., Ltd. (hereinafter referred to as “Haitou holding”), who acted in concert with the controlling shareholder HNA capital. The higher people’s Court of Hainan Province ruled to accept the reorganization of Haihang Investment Holding Co., Ltd., a person acting in concert with the controlling shareholders of Haihang investment.
On October 23, 2021, the manager of HNA Group issued the announcement on the voting results of the reorganization plan for substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. (Draft), and the voting groups of the controlling shareholders and important shareholders of the company have adopted the reorganization plan for substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd. (Draft).
On October 31, 2021, the higher people’s Court of Hainan Province ruled and approved the reorganization plan for the substantive merger and reorganization of 321 companies including HNA Group Co., Ltd. (hereinafter referred to as “321 reorganization plan”).
On April 24, 2022, HNA Group received the civil ruling (2021) qiongpo no.1-383) served by Hainan Higher People’s court, which ruled to confirm that the 321 reorganization plan had been implemented. As of the date of issuance of this special verification opinion, the restructuring plan of the company’s controlling shareholders and their related parties has been implemented.
2、 Hangzhou yunqi debt and litigation
(I) debt situation
According to the unaudited financial statements provided by Hangzhou yunqi, as of April 30, 2022, the total liabilities of Hangzhou yunqi were 2371761974 yuan.
(II) litigation
According to the financial statements (Unaudited), enterprise credit report, relevant explanatory documents issued by Hangzhou yunqi, interview records of relevant principals of Hangzhou yunqi, and the lawyers of this firm’s inquiry into China executive information disclosure network, judgment document network, national enterprise credit information publicity system, etc., as of the date of issuance of this special verification opinion, There are no outstanding major litigation and arbitration cases as the defendant / respondent.
3、 Issuing the letter of commitment and signing the real estate mortgage contract are the true expression of intention
On April 15, 2022, the executive director of Hangzhou yunqi issued the executive director’s decision: 1. It was agreed to provide guarantee for the responsibilities of HNA investment due to the above two external guarantees, including but not limited to principal, interest, liquidated damages Damages and all expenses arising therefrom. 2. It is agreed that if Hangzhou yunqi undertakes relevant compensation liability to Longjiang bank on behalf of HNA investment, Hangzhou yunqi promises to give up recourse to HNA investment.
On April 15, 2022, Hong Kong Li Fung Hang Co., Ltd., the shareholder of Hangzhou yunqi, issued the shareholder’s decision: 1. It was agreed to provide guarantee for HNA investment’s responsibilities due to the above two external guarantees, including but not limited to principal, interest, liquidated damages Damages and all expenses arising therefrom. 2. It is agreed that if Hangzhou yunqi undertakes relevant compensation liability to Longjiang bank on behalf of HNA investment, Hangzhou yunqi promises to give up recourse to HNA investment.
On April 15, 2022, Hangzhou yunqi issued a letter of commitment, the main contents of which are as follows:
“1. Hangzhou yunqi will guarantee the liability of HNA investment for the above two external guarantees to the extent of the property ownership with an area of 2454531 m2 and the value of the land use right with a corresponding land area of 55153 M2 located in Meiling South Road, Lingyin street, Xihu District, Hangzhou. The liability for compensation includes but is not limited to the principal, interest, liquidated damages, damages and all expenses arising therefrom.
“2. If Hangzhou yunqi undertakes relevant compensation liability to Longjiang bank on behalf of HNA investment, Hangzhou yunqi promises to give up recourse to HNA investment.”
On April 27, 2022, Hangzhou yunqi and HNA investment signed the real estate mortgage contract to agree on specific mortgage assets.
In addition, according to the explanatory document issued by Hangzhou yunqi on May 10, 2022 and the interview with the relevant person in charge of Hangzhou yunqi, “The above-mentioned external guarantee matters of Hangzhou yunqi have been approved by the shareholders of the company and the executive director. Hangzhou yunqi has completed the internal decision-making procedures, and the external guarantee matters are the true intention of Hangzhou yunqi, which is in line with the provisions of relevant laws and regulations and the articles of association”.
To sum up, Hangzhou yunqi has fulfilled the necessary procedures for providing external guarantee in accordance with relevant laws and regulations and the articles of association. The issuance of the letter of commitment and the signing of the real estate mortgage contract are the true expression of Hangzhou yunqi’s intention.
4、 Issuing the letter of commitment and signing the real estate mortgage contract do not constitute individual repayment, and other creditors other than HNA investment have no right to obtain compensation for relevant mortgaged assets
(I) not constituting individual liquidation
According to Article 16 of the enterprise bankruptcy law of the people’s Republic of China, after the people’s court accepts the bankruptcy application, the debt repayment of the debtor to individual creditors is invalid; According to Article 32, within six months before the people’s court accepts the bankruptcy application, the debtor’s debt repayment to individual creditors can be revoked.
Hangzhou yunqi is not a subject within the scope of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd., so Hangzhou yunqi’s issuance of letter of commitment and signing of real estate mortgage contract do not constitute individual repayment.
(II) other creditors have no right to obtain compensation for relevant mortgaged assets
According to the relevant explanatory documents issued by Hangzhou yunqi, the interview records of the relevant person in charge of Hangzhou yunqi, the query records of real estate registration information, and the lawyers of this firm’s inquiry of China execution information disclosure network, judgment document network, national enterprise credit information publicity system, etc., the relevant mortgaged property does not have other mortgage and other right defects, so other creditors except HNA investment have no right to obtain compensation for the relevant mortgaged assets.
5、 HNA investment has the priority of repayment, the relevant arrangements are legal and compliant, and there is no risk of cancellation. (I) HNA investment has the priority of repayment
According to the provisions of article 209 1, article 394 2 and article 414 3 of the civil code of the people’s Republic of China, the establishment of the real right of real estate shall take effect after being registered according to law, and the mortgagee shall have the priority to receive compensation for the mortgaged property. Article 209 the establishment, alteration, transfer and extinction of the real right of a realty shall take effect after being registered according to law; Without registration, it shall not take effect, except as otherwise provided by law. The ownership of natural resources owned by the state according to law may not be registered. Article 394 for the purpose of guaranteeing the performance of debts, the debtor or a third party shall transfer the possession of the property
