BARNETT & LINN
ATTORNEYS AT LAW
60 Kavenish Drive • Rancho Mirage, CA 92270
WILLIAM B. BARNETT
July 27, 2021
OTC Markets Group Inc.
304 Hudson Street, 2na Floor New York, NY 10013
Re: Hai Jia International Limited Company, trading symbol “HBIE” (f/k/a Trinity Capital Partners, Inc)-Annual Report and Disclosure Statement for March 31, 2022
Ladies and Gentlemen:
This letter is written on behalf of our client Hai Jia International Limited Company, a Nevada corporation, (the “Company” and/or “Issuer”). OTC Markets Group Inc. is entitled to rely on this letter in determining if the Company has made adequate public disclosure of current information within the meaning of Rule 144(c)(2) under the Securities Act of 1933, as amended (the “Securities Act”). We are attorneys admitted to the bar of the State of California and resident in the State of California and this letter covers the jurisdiction of the state of California as well as the applicable laws of the United States of America. We are permitted to practice before the Securities and Exchange Commission and have not been prohibited from practice thereunder. We act as outside securities counsel to the Company. One part of our duties is to ensure that regular disclosure is made to the public pursuant to the Securities Act and related rules and regulations.
We have examined such current corporate records and other documents and questions of law as we consider necessary for the issuance of this letter. We have relied on information obtained from public officials, officers of the issuer and other sources. We represent that all such sources are believed to be reliable.
The documents containing the information concerning the Issuer, its financial statements and the Securities that are publicly available as of the date of this letter and that I have reviewed in connection with the preparation of this Opinion include the following:
- Annual Report for the years ended March 31, 2022, and 2021 as filed with OTC Markets, Inc. on June 16, 2022.
- Quarterly Report for the quarter ended December 31, 2021, as filed with OTC
Markets, Inc. on February 12, 2022.
- Quarterly Report for the quarter ended September 30, 2021, as filed with OTC Markets, Inc. on November 8, 2021.
- Quarterly Report for the quarter ended June 30, 2021, as filed with OTC Markets, Inc. on August 16, 2021.
- Quarterly Report for the quarter ended June 30, 2021, as filed with OTC Markets, Inc. on August 9, 2021.
- Annual Report for the years ended March 31, 2021, and 2020 as filed with OTC Markets, Inc. on July 19, 2021.
- Quarterly Report for the quarter ended December 31, 2020, as filed with OTC Markets, Inc. on July 8, 2021.
- Quarterly Report for the quarter ended December 31, 2020, as filed with OTC Markets, Inc. on April 28, 2021.
- Quarterly Report for the quarter ended September 30, 2020, as filed with OTC Markets, Inc. on October 22, 2020.
- Quarterly Report for the quarter ended June 30, 2020, as filed with OTC Markets, Inc. on October 22, 2020.
- Annual Report for the years ended March 31, 2020, and 2019 as filed with the OTC Markets, Inc. on July 1, 2020.
- Quarterly Report for the quarter ended December 31, 2019, as filed with OTC Markets, Inc. on February 13, 2020.
- Quarterly Report for the quarter ended September 30, 2019, as filed with OTC Markets, Inc. on December 17, 2019.
- Quarterly Report for the quarter ended June 30, 2019, as filed with OTC Markets, Inc. on August 9, 2019 October 22, 2020.
We have relied on the information contained in the Annual Reports, filed with the Issuer Information and Disclosure Statement for the period ended March 31, 2022 and 2021, and posted with the OTCMarkets.com on June 16, 2022 and July 19, 20210, respectively , and the Quarterly Reports for the periods ended December 31, 2021, September 3, 2021 and June 30, 2021 posted with the OTCMarkets.com on February 12, 2022, November 8, 2021, and August 16, 2021 and August 9, 2021 , respectively, in rendering our opinion. This information constitutes (i) “adequate current public information” concerning the securities and the issuer and “is available” within the meaning of Rule 144(c)(2) under the Securities Act, (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”), (iii) complies as to form with the OTC Markets’ Guidelines for Providing Adequate Current Information, which are located on the internet at www.otcmarkets.comand (iv) has been posted through the OTC Disclosure and News Service between August 9, 2021 and June 16, 2022. However, our opinion does not alleviate the professional responsibilities of brokers, dealers, and investors to conduct their own due diligence.
The financial statements included in the Annual Reports dated March 31, 2022, and 2021 (the “Annual Reports”) were prepared by Yvonne Zhang, the Company’s outside accountant. Ms. Zhang is a very experienced CPA, licensed by the State of California, and has prepared numerous financial statements for public companies. The March 31, 2022 and 2021, annual financial statements were not audited.
In examining the foregoing documents, we have assumed the authenticity of signatures (both manual and conformed), the authenticity of documents submitted as originals, the conformity with originals of all documents furnished as copies, and the correctness of facts set forth in such documents. We have also assumed all oral representations in connection with this matter to be accurate. Nothing came to our attention during the course of our investigation that led us to conclude that any of such documents were not genuine or authentic or that the facts set forth therein were not true.
The Issuer’s transfer agent is Old Monmouth Stock Transfer, LLC, 200 Memorial Parkway, Atlantic Highlands, NJ 07716. The transfer agent is registered with the Securities and Exchange Commission. The method used by us to confirm the number of outstanding shares was a review of the issuer‘s filings.
We have reviewed the information, as amended, published by the Company through the OTC Disclosure and News Service, and met via video/tele. conference with Ms. Ju Su and Ms. Chi- Hua Wang, the CEO and CFO, respectively, and also members of the Board of Directors of the Company, to discuss the information and quality assurance with respect to such information contained in reports filed by the Company with the OTC Markets.
After personal consultation with the Company’s Board of Directors, we are satisfied that neither the Company nor any individual officer, director or 5% shareholder has been or is currently under investigation in any jurisdiction. Furthermore, we are not currently, or have we been in the past five years, subject of an investigation, hearing, or proceeding by the SEC, the US Commodity Futures Trading Commission, the Financial Industry Regulatory Authority, or any other federal, state, or foreign regulatory agency. In addition, we are not currently, or have been in the past five years, suspended or barred from practicing in any state or jurisdiction, or charged in a civil or criminal case.
We have never received, or do we have any agreement with the Company to receive in the future, shares of the Company’s stock, in payment for services. The Company is a “shell company” defined in Rules 405 of the Securities Act and 12b-2 of the Exchange Act.
THE FOREGOING OPINIONS ARE SUBJECT TO THE FOLLOWING ASSUMPTIONS, EXCEPTIONS, LIMITATIONS AND QUALIFICATIONS.
The opinions expressed in this letter are rendered as of the date hereof and are based on our understandings and assumptions as to present facts, and on the application of applicable law as the same exists on the date hereof. We assume no obligation to update or supplement this opinion letter after the date hereof with respect to any facts or circumstances that may hereafter come to our attention, or to reflect any changes in the facts or law that may hereafter occur or take effect. We give OTC Markets Group Inc. permission to publish this letter in the OTC Disclosure and news Service for viewing by the public and regulators.
Very truly yours,
BARNETT & LINN
William B. Barnett
California Bar No. 47422
Hai Jia International Ltd. Co. published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on July 28, 2022 00:07:49 UTC.