Beijing Zhonglun law firm about runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (V)
March, 2002
catalogue
interpretation...... 2. Matters declared by the exchange 2 text 3 I. about HNA Holdings 3 II. About resigned employees and capital transactions twenty-two
Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (V)
To: runbei Aviation Technology Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm") has accepted the entrustment of runbei Aviation Technology Co., Ltd. (hereinafter referred to as "runbei aviation", "the company" or "the issuer") to act as the special legal adviser for the issuer's application for initial public offering of RMB common shares (A shares) and listing (hereinafter referred to as "the offering" or "the listing").
The exchange has issued the legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. and the supplementary legal opinion (I) of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. for the issuer's issuance and listing Supplementary legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (II) and supplementary legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (III) The supplementary legal opinion (IV) of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (hereinafter collectively referred to as the "original legal opinion") and the lawyer work report of Beijing Zhonglun law firm on issuing legal opinions for the initial public offering and listing of runbei aviation technology Co., Ltd. (hereinafter referred to as the "lawyer work report").
In accordance with the requirements of the letter on request to make preparations for the meeting of the issuance and Examination Committee of runbei Aviation Technology Co., Ltd. issued by the China Securities Regulatory Commission on February 24, 2022, the exchange hereby issues supplementary legal opinions on relevant matters as follows:
interpretation
Unless otherwise specified, the terms, names and abbreviations used in this legal opinion have the same meanings as those in the original legal opinion and lawyer work report issued by this office. In this legal opinion, if there are differences in the mantissa between the total and the sum of the sub items, these differences are caused by rounding. Matters declared by the exchange
The statements and commitments made in the original legal opinion and lawyer work report of the office are applicable to this legal opinion.
text
1、 About HNA Holdings
From 2018 to the end of June 2021, the issuer's accounts receivable from HNA holdings were 607679 million yuan, 313460 million yuan, 414887 million yuan and 675943 million yuan respectively, accounting for 26.04%, 18.47%, 23.15% and 29.53% of the total accounts receivable respectively.
In February 2021, HNA holdings announced that the court ruled to accept the bankruptcy reorganization of its subsidiary HNA technology, which is an important customer of the issuer. According to the feedback reply, on March 30, 2021, the issuer and HNA Aviation Technology Co., Ltd. (hereinafter referred to as "HNA technology") signed the supplementary agreement of general aviation material procurement agreement and equipment consignment agreement (hereinafter referred to as "supplementary agreement"); On April 10, 2021, Hainan Higher People's Court issued a reply to HNA technology manager, agreeing with the manager's decision on HNA technology to continue to perform 67 outstanding contracts signed with other subjects, including the general agreement on procurement of aviation materials (Contract No.: 5404ht2019439) and equipment consignment agreement (Contract No.: 5404ht20287) signed between the issuer and HNA technology. The manager of HNA holdings replied by email on June 9, 2021 and confirmed that the supplementary agreement, as an integral part of the general aviation material procurement agreement and equipment consignment agreement, has come into force after being signed and sealed by both parties.
The manager of HNA holdings confirmed by email on October 29, 2021:
"After verification, the general agreement on procurement of aviation materials and the equipment consignment agreement signed by your company and the debtor have been approved by the court to continue to perform, and the debtor has notified your company to continue to perform the contract. The debts incurred by your company and the debtor due to the continued performance of the contract will be handled in accordance with the enterprise bankruptcy law of the people's Republic of China According to the provisions of Article 42, the debtor will pay in time according to the contract and its own funds, so as to protect the legitimate rights and interests of your company ". Article 42 of the enterprise bankruptcy law of the people's Republic of China stipulates that: "the following debts incurred after the people's court accepts the bankruptcy application are mutual beneficial debts: (I) debts arising from the request of the administrator or the debtor for the other party to perform the contract that has not been performed by both parties...".
Therefore, the debts arising from the continuous performance of the contract between the issuer and HNA technology are joint beneficial claims. As of December 31, 2021, HNA technology has fully paid off the creditor's rights declared by the issuer in accordance with the supplementary agreement.
The issuer and the intermediary believe that when the HNA holding manager decides to continue to perform the general agreement on aviation materials procurement and equipment consignment agreement signed with the issuer and obtains the consent of Hainan high court, the HNA holding manager confirms that the supplementary agreement has taken effect and the debtor has actually paid according to the mutual benefit debt, It is found that "after signing the supplementary agreement and obtaining the reply of Hainan high court, the bankruptcy reorganization creditor's rights declared by the issuer to HNA holdings are adjusted to the common interest creditor's rights, and the common interest debt is paid off by the debtor's property at any time". The conclusion is rigorous, and there is no need to obtain the consent of the creditor committee or other organizations according to the provisions of the enterprise bankruptcy law. During the reporting period, the issuer did not individually withdraw bad debt provision for accounts receivable of HNA holdings. As of December 31, 2021, the balance receivable from HNA Group by the issuer was 466564 million yuan, which was the accounts receivable generated after the bankruptcy and reorganization date on February 10, 2021, and the bad debt provision was withdrawn at 5%. According to the financial data reviewed by the issuer from January to September 2021, the issuer's net profit attributable to the parent company after deducting non profits from January to September 2021 was 764541 million yuan, a decrease of 9.18% over the same period in 2020.
The issuer is requested to: (1) explain the contents in the reply issued by the higher people's Court of Hainan Province, "agree with the manager that HNA technology will continue to perform the general agreement on procurement of aviation materials and equipment consignment agreement signed with runbei airlines, and provide the full text of the reply to explain whether the issuer needs the consent of other creditors to adjust the corresponding creditor's rights of HNA holdings before the date of bankruptcy and reorganization into joint beneficial creditor's rights"; (2) Explain whether there is a difference between "the debt generated by the issuer and HNA technology due to the continued performance of the contract is a joint beneficial debt" and "the bankruptcy reorganization debt reported by HNA holdings is adjusted to a joint beneficial debt", and whether the composition of the joint beneficial debt owned by the issuer to HNA technology includes the debt generated from the previous performance of the contract in addition to the debt generated from the continued performance of the contract, if so, Please explain whether the basis is sufficient in combination with the "confirmation content replied by HNA holding manager through email on October 29, 2021"; (3) Explain whether the payment paid off by HNA technology in 2021 is to pay the debt of continuing to perform the contract or the previous debt, and whether the relevant basis is sufficient; (4) Explain whether the conclusion of "the supplementary agreement signed between the issuer and HNA technology in March 2021 was approved by the reply issued by Hainan Higher People's court in April 2021" is rigorous; (5) If the creditor's rights of Haiyi and Technology Co., Ltd. can be repaid at the same time, and if Haiyi and Technology Co., Ltd. can not repay the creditor's rights at the same time; (6) Explain the main financial data of HNA technology's annual operation in 2021, asset liability ratio, main debts and debt repayment period, whether HNA technology has other mutual beneficial debts or debts whose repayment order is superior to that of the issuer in addition to the issuer, and if so, explain its amount and debt repayment period; (7) Further explain the reason and rationality of not withdrawing bad debt provision for accounts receivable of HNA holdings in 2020 according to the actual operation and solvency of HNA holdings after the bankruptcy and reorganization of HNA technology, and whether it can objectively and fairly reflect the financial status and operating results of the company; (8) Explain whether there are relevant agreements on the accounts receivable from HNA holdings after the date of bankruptcy and reorganization in the general agreement on procurement of aviation materials and supplementary agreement to equipment consignment agreement signed by the issuer and HNA technology and the reply issued by Hainan Higher People's court. If so, please explain its main contents; (9) Explain the specific situation of HNA holding's procurement from the issuer after the bankruptcy reorganization date, including the procurement content, procurement amount, etc., and whether there is any change in the credit policy; (10) For example, the impact on the issuer's operating performance in 2021 is simulated and calculated by using the single withdrawal proportion of accounts receivable of HNA holdings by comparable companies; (11) The recommendation institution and the reporting accountant shall explain the specific verification work of accounts receivable, including but not limited to the verification procedure, verification personnel, verification time, verification scope and verification results, and express clear verification opinions.
The recommendation institution, the lawyer of the issuer and the reporting accountant shall explain the verification basis and process, and express clear verification opinions.
(I) verification reply
1. Explain the contents of the reply issued by the higher people's Court of Hainan Province, which "agrees with the administrator that HNA technology continues to perform the unfulfilled general agreement on procurement of aviation materials and equipment consignment agreement signed with runbei Airlines", and please provide the full text of the reply to explain whether the issuer needs the consent of other creditors to adjust the corresponding creditor's rights of HNA holdings to mutual beneficial creditor's rights before the bankruptcy reorganization date
(1) Explain the contents of the reply issued by the higher people's Court of Hainan Province, which "agrees with the manager that HNA technology continues to perform the general agreement on aviation materials procurement and equipment consignment agreement signed with runbei Airlines", and please provide the full text of the reply
On April 10, 2021, Hainan high court issued the reply [(2021) qiongpo No. 11-7], the full text of which is as follows:
"HNA Technology Management Co., Ltd.:
On April 8, 2021, the court received the request for permission from the people's court for HNA Aviation Technology Co., Ltd. to continue to perform part of the contract during the reorganization period from the manager, saying that after investigating the contracts submitted by HNA Aviation Technology Co., Ltd. (hereinafter referred to as HNA Technology) to the manager that have not been performed by both parties, they are considered to be contracts related to production and operation, It is necessary for the daily operation of HNA technology and has no market substitutability. In order to properly solve the problem of continuous operation of HNA technology during the reorganization period, maintain the stability of the workforce and safeguard the interests of the majority of creditors, the manager decided to continue to perform 67 outstanding contracts signed between the airport industry and other subjects and apply to the court for approval. After study, the reply is as follows:
Agree with the manager's decision on HNA Aviation Technology Co., Ltd. to continue to perform 67 outstanding contracts signed with other subjects (see Annex: list of contracts continued to be performed by HNA Aviation Technology Co., Ltd.).
The manager shall scrupulously perform his duties, strictly review the contract according to law, control the business risks of the company, safeguard the business interests of the company, fairly protect the legitimate rights and interests of creditors, and report his work to the court.
This reply
Annex: list of contracts to be continued by HNA Aviation Technology Co., Ltd
April 10, 2001 ". The general agreement on procurement of aviation materials and the equipment consignment agreement (hereinafter collectively referred to as the "original contract") signed by the company and HNA technology belong to serial numbers 19 and 20 in the annex list of contracts to be continued by HNA Aviation Technology Co., Ltd. of the reply.
(2) Explain whether the issuer needs the consent of other creditors to adjust the corresponding creditor's rights of HNA holdings to the creditor's rights of mutual benefit before the bankruptcy reorganization date
According to the relevant provisions of the enterprise bankruptcy law and the provisions of the Supreme People's Court on Several Issues concerning the application of the enterprise bankruptcy law of the people's Republic of China (III), during the bankruptcy reorganization, creditors generally make decisions on specific matters during the reorganization through the creditor committee or the creditor meeting. After comparing the functions and powers of the creditor Committee and the creditor meeting, they do not involve the separate examination and approval of the claims of mutual benefits.
According to the relevant provisions of the enterprise bankruptcy law, the manager has the right to manage and dispose of the debtor's property. The debts arising from the manager's request for the other party to perform the contract that has not been performed by both parties belong to the common interest debt, and the common interest debt shall be paid off by the debtor's property at any time. If the administrator requests the other party to perform the contract that has not been performed by both parties, if there is a creditor Committee, it shall report to the creditor Committee. If there is no creditor Committee, it shall report to the people's court in time.
HNA technology has obtained the consent of the HNA technology manager to continue to perform the outstanding contract with the issuer, and the relevant matters have been reported to and approved by Hainan high court. HNA technology has not established a creditor Committee, and the functions and powers of the creditor Committee and the creditor meeting are not related to the separate examination and approval of mutual beneficial debts, Therefore, the issuer does not need to obtain the separate approval and consent of other creditors to adjust the corresponding creditor's rights of HNA technology to mutual benefit creditor's rights before the bankruptcy reorganization date.
2. Explain whether there is any difference between "the debt arising from the continuous performance of the contract between the issuer and HNA technology is a joint benefit debt" and "the bankruptcy reorganization debt declared by HNA holdings is adjusted to a joint benefit debt", and whether the composition of the joint benefit debt owned by the issuer to HNA technology includes the debt arising from the previous performance of the contract in addition to the debt arising from the continuous performance of the contract, if so, Please explain whether the basis is sufficient in combination with the "confirmation content replied by HNA holding manager through email on October 29, 2021";
(1) Explain "the debt incurred by the issuer and HNA technology due to the continued performance of the contract
