Guohao law firm (Shanghai)
About Hna Infrastructure Investment Group Co.Ltd(600515)
Failure to disclose matters related to the guarantee
Legal opinion
To: Hna Infrastructure Investment Group Co.Ltd(600515)
Guohao law firm (Shanghai) has accepted the entrustment of Hna Infrastructure Investment Group Co.Ltd(600515) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of securities issuance of listed companies 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 application of securities and futures laws No. 5, Shanghai Stock Exchange Stock Listing Rules and other laws, administrative regulations, departmental rules and regulatory documents on issues related to the non disclosure of guarantees by HNA foundation, Issue this legal opinion.
Guohao and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, 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 date of issuance of this legal opinion, It has conducted sufficient verification and verification to ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
In order to issue this legal opinion, Guohao and the handling lawyer consulted the documents related to the undisclosed guarantee provided by the company, including relevant records, materials and instructions, and verified the relevant facts and legal matters related to the legal issues related to the undisclosed guarantee.
The issuance of this legal opinion has been guaranteed by HNA foundation as follows:
(I) the company has provided the original written materials, copies, copies, instructions, confirmation letters and certificates required by Guohao to issue this legal opinion;
(II) all documents, materials, statements and explanations provided by the company to Guohao are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents are copies or copies, they are consistent and consistent with the original.
Guohao only expresses its opinions on legal issues related to undisclosed guarantee, and only expresses its legal opinions in accordance with the current laws and regulations of the people’s Republic of China (for the purpose of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan, hereinafter referred to as China), and does not express its legal opinions in accordance with any laws outside China. Guohao does not express opinions on accounting, finance and other non legal professional matters involved in undisclosed guarantee. When this legal opinion quotes some data and conclusions in relevant accounting reports and audit reports, Guohao has fulfilled the necessary duty of care, but such quotation does not mean that Guohao makes any express or implied guarantee for the authenticity and accuracy of these opinions, data and conclusions, and Guohao does not have the ability to verify and evaluate such opinions Appropriate qualification of data and conclusions. For the fact that it is very important to issue this legal opinion and cannot be supported by independent evidence, Guohao relies on the instructions or supporting documents issued by relevant government departments, HNA foundation or other relevant units to issue legal opinions.
Guohao agrees that the company will submit this legal opinion to Shanghai stock exchange for announcement, and bear corresponding legal liabilities for the legal opinion issued.
In accordance with the requirements of the company law, the securities law and other relevant laws, administrative regulations, departmental rules and other normative documents, and in accordance with the recognized business standards, ethics and diligence spirit of the lawyer industry, Guohao issued the following legal opinions:
interpretation
Unless otherwise specified, the relevant words in this legal opinion have the following specific meanings:
Definition and interpretation
Guohao or this refers to Guohao law firm (Shanghai)
HNA foundation, listed company or company refers to Hna Infrastructure Investment Group Co.Ltd(600515)
Company Law refers to the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The securities issuance Measures refer to the measures for the administration of securities issuance by listed companies
Article 39 of the measures for the administration of securities issuance by listed companies
Refers to the understanding and application of “providing external guarantee and not yet released” — securities issue No. 5
Opinions on the application of Goods Law No. 5
The stock listing rules refer to the stock listing rules of Shanghai Stock Exchange
The people’s Republic of China, and only for the purpose of this legal opinion, does not mean China
Including Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan
Hainan high court means the higher people’s Court of Hainan Province
Boao Co., Ltd. refers to Hainan Boao Airport Co., Ltd., a basic subsidiary of HNA
Hainan Boao Airport Management Co., Ltd. is the most Boao airport with the same foundation as HNA
Related parties of the ultimate controller
Puhang leasing refers to Puhang Leasing Co., Ltd
Basic holding refers to HNA basic Holding Group Co., Ltd., which is the basic shareholder of HNA
Haitong Hengxin refers to Haitong Hengxin International Financial Leasing Co., Ltd
Hailiang leasing refers to Zhejiang Hailiang Finance Leasing Co., Ltd
Hainan Island Airport Industry Group Co., Ltd. (formerly known as “Haikou New Island Airport and Haikou construction”
Urban construction and Development Co., Ltd. is a subsidiary of HNA
Sanya Phoenix International Airport Co., Ltd. refers to Phoenix Co., Ltd., the basic subsidiary of HNA
department
Basic industry refers to HNA basic industry group Co., Ltd., a subsidiary of HNA
Yuanjin leasing refers to Shanghai Yuanjin Financial Leasing Co., Ltd
Tianyu flight training refers to Hainan Tianyu flight training Co., Ltd., a basic subsidiary of HNA
Greater Xinhua Airlines refers to greater Xinhua Airlines Co., Ltd., which is other related parties of HNA foundation
CITIC Trust means CITIC Trust Co., Ltd
Air travel transportation refers to HNA air travel transportation service Co., Ltd., which is the same as HNA’s foundation
Related parties of the ultimate controller
HNA industry refers to HNA Industry Group Co., Ltd., which is the basic shareholder of HNA
Jiaxing Chenning refers to Jiaxing Chenning investment partnership (limited partnership)
China Everbright Bank Company Limited Co.Ltd(601818) Haikou branch refers to China Everbright Bank Company Limited Co.Ltd(601818) Haikou Branch
China Construction Bank Corporation(601939) fourth sub branch refers to China Construction Bank Corporation(601939) Shanghai fourth sub branch
China Construction Bank Corporation(601939) new HNA sub branch refers to China Construction Bank Corporation(601939) Haikou new HNA sub branch
Kangfu leasing refers to China Kangfu International Leasing Co., Ltd
Minsheng Jiayin refers to Minsheng Jiayin Asset Management Co., Ltd
HNA Group Co., Ltd., the same ultimate controller as HNA foundation, refers to HNA Group
Related parties
HNA international tourism island development and construction (Group) Co., Ltd. refers to HNA international tourism island
Aviation foundation subsidiary
Chang’an trust refers to Chang’an International Trust Co., Ltd
HNA airport Holdings (Group) Co., Ltd., a subsidiary of HNA foundation, refers to HNA airport holdings
department
Beijing state owned refers to Beijing State Owned Financial Leasing Co., Ltd
Meilan International Airport Co., Ltd. refers to Haikou Meilan International Airport Co., Ltd
Haitong Securities Company Limited(600837) means Haitong Securities Company Limited(600837)
Ningbo Meishan free trade port xinlinkong investment partnership (Hexin Linkong Investment Co., Ltd.)
(partner)
Founder Securities Co.Ltd(601901) means Founder Securities Co.Ltd(601901)
Yingkou Bank Shenyang branch refers to the Shenyang Branch of Yingkou Bank Co., Ltd
HNA airport refers to HNA Airport Group Co., Ltd., which is the basic subsidiary of HNA
Cathay Pacific leasing refers to Cathay Pacific leasing Finance Leasing Co., Ltd
China Securities Co.Ltd(601066) means China Securities Co.Ltd(601066)
Qingdao urban rural construction Finance Leasing Co., Ltd
Xiamen trust refers to Xiamen International Trust Co., Ltd
HNA Tourism Group Co., Ltd. is the same ultimate controlling HNA tourism index as HNA foundation
Related parties of the owner
Wuhu changzhan refers to Wuhu changzhan Investment Center (limited partnership)
Great Wall assets refers to China Greatwall Technology Group Co.Ltd(000066) asset management company
Refers to HNA real estate holding (Group) Co., Ltd., the basic subsidiary of HNA, HNA real estate
department
Tianjin Trust refers to Tianjin Trust Co., Ltd
Refers to HNA Logistics Group Co., Ltd. (formerly known as “Hainan HNA industrial holding HNA logistics and Industrial Holding Co., Ltd.), which is a related party with the same ultimate controller as HNA foundation
Hainan Yingping refers to Hainan Yingping construction and Development Co., Ltd., a basic subsidiary of HNA
Great Wall Guoxing refers to Great Wall Guoxing Financial Leasing Co., Ltd
Refers to Chengmai HNA Neusoft Investment Development Co., Ltd., which is Chengmai Neusoft, the basic subsidiary of HNA
department
Refers to Baoting HNA Tourism Development Co., Ltd., which is the most Baoting HNA with the same foundation as HNA
Related parties of the ultimate controller
Baoting association refers to the rural credit cooperative association of Baoting Li and Miao Autonomous County
Orient Asset Hainan branch refers to the Hainan Branch of China Orient Asset Management Co., Ltd
Western trust refers to Western Trust Co., Ltd
Section I main body
1、 Matters related to Qingdao urban rural construction Finance Leasing Co., Ltd
（1） Factual situation
In November 2018, Qingdao urban and rural signed a financial lease contract (Contract No.: qdctzl [2018] hz086) with Boao Co., Ltd. and Boao airport. Qingdao urban and rural is the lessor, Boao Co., Ltd. and Boao airport are the co lessee. The lease term is 22 months, and the financing amount (purchase price of the leased property) is 49.5 million yuan.
（2） Solutions
On September 23, 2021, Hainan high court issued the civil ruling “(2021) qiongpo No. 59-v”. According to the publicity and review, Hainan high court ruled to confirm the creditor’s rights of relevant creditors in the no objection creditor’s rights table (V) of the reorganization case of Hainan Boao Airport Co., Ltd. According to the no objection claim form (V) of the reorganization case of Hainan Boao Airport Co., Ltd., Qingdao urban and rural areas enjoy an ordinary claim of 67838945.83 yuan against Boao Co., Ltd
