Guohao law firm (Shanghai)
About Hainan Airlines Holding Co.Ltd(600221)
Failure to disclose matters related to the guarantee
Legal opinion
To: Hainan Airlines Holding Co.Ltd(600221)
Guohao law firm (Shanghai) is entrusted by Hainan Airlines Holding Co.Ltd(600221) to issue this legal opinion on issues related to the undisclosed guarantees of HNA holdings in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, administrative regulations, departmental rules and normative documents.
The firm and its 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, we and our lawyers consulted the documents related to the undisclosed guarantee provided by the company, including relevant records, materials and explanations, 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 holdings as follows:
(I) the company has provided the original written materials, copies, copies, instructions, confirmation letters and certificates required by the exchange to issue this legal opinion;
(II) all documents, materials, statements and explanations provided by the company to the exchange 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.
The exchange only gives opinions on legal issues related to undisclosed guarantee, and only gives legal opinions in accordance with the current laws and regulations of the people’s Republic of China, and does not give legal opinions in accordance with any laws outside China. The exchange will 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, the exchange has fulfilled the necessary duty of care, but such quotation does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these opinions, data and conclusions, and the exchange 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, the exchange relies on the instructions or supporting documents issued by relevant government departments, HNA holdings or other relevant units to issue legal opinions.
The exchange 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 business standards, ethics and diligence recognized by the lawyer industry, the exchange has 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 holding, listed company or company refers to Hainan Airlines Holding Co.Ltd(600221)
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
Great Xinhua Airlines refers to great Xinhua Airlines Co., Ltd., which is the former controlling shareholder of HNA holdings
Grand China Airlines (Hong Kong) Limited, a subsidiary of grand China Airlines, means grand China Airlines (Hong Kong)
department
Lvyun No. 6 (Tianjin) Leasing Co., Ltd. refers to other Lvyun No. 6 held by HNA
Related parties
Rural commercial bank refers to Beijing Rural Commercial Bank Co., Ltd
Agricultural Bank of China Haikou Nanhang sub branch refers to Agricultural Bank Of China Limited(601288) Haikou Nanhang sub branch
Xinhua Airlines Group refers to China Xinhua Airlines Group Co., Ltd., a holding subsidiary of HNA
Hainan Tianyu flight training Co., Ltd. refers to other related Tianyu flight training of HNA holdings
square
KAC investment refers to Beijing KAC Investment Co., Ltd., a holding subsidiary of HNA
Galaxy Jinhui refers to Galaxy Jinhui Securities Asset Management Co., Ltd
HNA Aviation Technology Co., Ltd., formerly known as HNA Aviation Technology Co., Ltd
Ltd., a holding subsidiary of HNA
Jilin Jiying sub branch of Bank of Jilin refers to Jilin Jiying sub branch of Bank of Jilin Co., Ltd
HNA aviation group refers to HNA Aviation Group Co., Ltd., which is other related parties controlled by HNA
HNA Group refers to HNA Group Co., Ltd., which is other related parties of HNA holding
Jiangxi Financial Leasing refers to Jiangxi Financial Leasing Co., Ltd
Capital Airlines refers to Beijing Capital Airlines Co., Ltd., which is other related parties controlled by HNA
Shenzhen Dahua Huitong refers to Shenzhen Ping An Dahua Huitong Wealth Management Co., Ltd
Fushun investment refers to Hainan Fushun Investment Development Co., Ltd., a holding subsidiary of HNA
Yuexin financial leasing refers to Guangdong Yuexin Financial Leasing Co., Ltd
Yuecai financial leasing refers to Guangdong Yuecai Financial Leasing Co., Ltd
Ligen financial leasing refers to Ligen Financial Leasing Co., Ltd
Western Airlines refers to Western Airlines Co., Ltd., which is other related parties controlled by HNA
HNA airport group refers to HNA Airport Group Co., Ltd., which is other related parties controlled by HNA
China Aviation Fuel refers to China Aviation Fuel Co., Ltd
Golden Valley trust refers to China Golden Valley International Trust Co., Ltd
Hexi sub branch of Tianjin rural commercial bank refers to Hexi sub branch of Tianjin Rural Commercial Bank Co., Ltd
Chongqing Three Gorges bank refers to Chongqing Three Gorges Bank Co., Ltd
Ping An Bank Co.Ltd(000001) Haikou branch refers to Ping An Bank Co.Ltd(000001) Haikou Branch
Huihe leasing refers to Huihe Leasing Co., Ltd
Hong Kong Airlines refers to Hong Kong Airlines Limited, which is other related parties controlled by HNA
Fu Dao China means Fu Dao (China) Financial Leasing Co., Ltd
Chang’an Airlines refers to Chang’an Airlines Co., Ltd., a holding subsidiary of HNA
HNA Airlines (Hong Kong) ground service Holding Co., Ltd. refers to HNA holding Hong Kong ground service company
Other related parties
Yangzi River leasing refers to Yangzi River International Financial Leasing Co., Ltd
China development bank means China Development Bank Co., Ltd
China Railway trust refers to China Railway Trust Co., Ltd
Xiangpeng Airlines refers to Yunnan Xiangpeng Airlines Co., Ltd., a holding subsidiary of HNA
Zhongmin international refers to Zhongmin International Financial Leasing Co., Ltd
Xiangpeng investment refers to Yunnan Xiangpeng Investment Co., Ltd., which is other related parties of HNA holdings
Cecep financial leasing refers to cecep (Tianjin) Financial Leasing Co., Ltd
Tianjin Airlines refers to Tianjin Airlines Co., Ltd., which is other related parties controlled by HNA
Tianhang holding refers to Tianhang Holding Co., Ltd., which is other related parties of HNA holding
Shanxi Airlines refers to Shanxi Airlines Co., Ltd., a holding subsidiary of HNA
Changjiang leasing refers to Changjiang Leasing Co., Ltd., which is other related parties of HNA holdings
Guoyu Xingbai refers to Guoyu Xingbai (Tianjin) Financial Leasing Co., Ltd
Guoyu Xingbang refers to Guoyu Xingbang (Tianjin) Financial Leasing Co., Ltd
Guoyu Xingtai refers to Guoyu Xingtai (Tianjin) Financial Leasing Co., Ltd
Guoyu Xingya refers to Guoyu Xingya (Tianjin) Financial Leasing Co., Ltd
HNA cargo refers to HNA cargo Co., Ltd., which is other related parties of HNA holding
Haikou rural credit cooperative refers to the association of Haikou rural credit cooperative association
Bocom finance refers to bocom Financial Leasing Co., Ltd
Jinpeng Airlines refers to Jinpeng Airlines Co., Ltd., which is other related parties controlled by HNA
Bocom golden harrier refers to bocom golden harrier (Shanghai) Aircraft Leasing Co., Ltd
Bocom Jinrui refers to bocom Jinrui (Shanghai) Aircraft Leasing Co., Ltd
Bocom Jinchang refers to bocom Jinchang (Shanghai) Aircraft Leasing Co., Ltd
Yangzi River leasing refers to Yangzi River Financial Leasing Co., Ltd., which is other related parties of HNA holdings
Export import bank means the Export Import Bank of China
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
Section I main body
1、 Released undisclosed guarantees
(I) matters related to grand China Airlines (Hong Kong) and Industrial And Commercial Bank Of China Limited(601398)
1. Factual situation
In September 2016, Industrial And Commercial Bank Of China Limited(601398) Yangpu Branch signed “0220100083-2016 (BG) 00015” agreement on Issuing financing letter of guarantee / standby letter of credit with HNA holdings. HNA holdings applied for letter of guarantee / letter of credit to provide guarantee for greater Xinhua Airlines (Hong Kong) Co., Ltd. to finance from China Industrial And Commercial Bank Of China Limited(601398) (Asia) Co., Ltd.
2. Solutions
Upon verification, on December 16, 2020, China Industrial And Commercial Bank Of China Limited(601398) Yangpu Branch replied to PwC Zhongtian Certified Public Accountants (special general partnership), confirming that as of September 30, 2020, HNA holding’s guarantee relationship with the corresponding business of greater Xinhua Airlines (Hong Kong) Co., Ltd. in China Industrial And Commercial Bank Of China Limited(601398) Yangpu Branch had been relieved.
To sum up, as of September 30, 2020, the above undisclosed guarantee of HNA holdings related to grand China Airlines (Hong Kong) Co., Ltd. and China Industrial And Commercial Bank Of China Limited(601398) Yangpu Branch has been released.
Our lawyers believe that as of the date of issuance of this legal opinion, the relevant creditor’s rights have been handled and arranged according to law; The relevant undisclosed guarantee matters have no material adverse impact on the normal operation of the company.
(II) matters related to gcinvestment management and Yingmai M & a loan syndicate
1. Factual situation
In 2016, Hna Technology Co.Ltd(600751) (formerly known as “Tianjin Tianhai Investment Development Co., Ltd.”) subordinate to HNA Group Co., Ltd. established GCL investment management, Inc. (“GCL company”) overseas and planned to acquire 100% equity of American ingrammicro (hereinafter referred to as “Yingmai”) at a price of us $6 billion (together with transaction costs of about US $6.1 billion), GCL requested Agricultural Bank Of China Limited(601288) New York branch to form a syndicate to provide acquisition loans.
In November 2016, GCL company, as the borrower, entered the sea
