Beijing Zhonglun law firm
On Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
February, 2002
catalogue
1、 Question 2 of audit inquiry: about this raised investment project 6 II. Question 6 of audit inquiry: about litigation 22 III. audit question 10: others thirty-two
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Beijing Zhonglun law firm
About Autel Intelligent Technology Corp.Ltd(688208)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (I)
To: Autel Intelligent Technology Corp.Ltd(688208)
Beijing Zhonglun law firm (hereinafter referred to as "the firm") accepts the entrustment of Autel Intelligent Technology Corp.Ltd(688208) (hereinafter referred to as "the issuer" or "the company") to act as the special legal counsel for the issuer's issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as "the issuance").
In accordance with the provisions of relevant laws, regulations and normative documents, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the exchange has verified and verified the documents and relevant facts related to the issuance provided by the issuer, On November 25, 2021, the issuer issued the legal opinion of Beijing Zhonglun law firm on Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "legal opinion") and the legal opinion of Beijing Zhonglun law firm on Autel Intelligent Technology Corp.Ltd(688208) Lawyer's work report on issuing legal opinions on issuing convertible corporate bonds to unspecified objects (hereinafter referred to as "lawyer's work report"). On December 21, 2021, Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") issued the "SSE KSS (refinancing) [2021] No. 119" inquiry letter on the audit of Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the "inquiry letter"). We hereby issue this supplementary legal opinion in accordance with the requirements of the inquiry letter.
In order to issue this supplementary legal opinion, according to the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, our lawyers conducted necessary investigation, collection, consultation and inquiry on the relevant issues involved in this supplementary legal opinion, and held necessary discussions with the company on relevant matters.
The issuer has guaranteed to the exchange that the issuer has provided the exchange with authentic original materials, duplicate materials or copies deemed necessary by the exchange to issue this supplementary legal opinion, there is no omission in the documents provided by the company to the exchange, the signatures and seals on all documents are authentic, and all duplicate materials or copies are consistent with the original.
For the fact that it is very important to issue this supplementary legal opinion and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government authorities or other relevant units to issue legal opinions.
Our lawyers express legal opinions in accordance with the laws, administrative regulations, rules and normative documents in force in China or applicable to the occurrence or existence of the issuer's acts and relevant facts, and based on our lawyers' understanding of these provisions.
The exchange only gives legal opinions on legal issues in China related to this offering. The exchange and the handling lawyer are not qualified to give professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. This supplementary legal opinion involves accounting audit, asset evaluation, investment decision-making The contents of overseas legal matters are quoted in strict accordance with the professional documents issued by relevant institutions and the instructions of the issuer.
The firm and the handling lawyers shall strictly perform their statutory duties and conduct full verification in accordance with the provisions of 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 supplementary legal opinion, and follow the principles of diligence and good faith, Ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, there are no false records, misleading statements or major omissions, and are willing to bear corresponding legal liabilities.
The exchange agrees to take this supplementary legal opinion as the necessary legal document for the issuer to apply for this issuance, submit it together with other application materials to the CSRC and Shanghai stock exchange for review, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law.
The exchange agrees that the issuer may quote some or all of the relevant contents of this supplementary legal opinion in the prospectus prepared for this offering or in accordance with the examination requirements of the CSRC and Shanghai Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation, The company has the right to review and confirm the relevant contents of the prospectus again.
This supplementary legal opinion is an integral part of the legal opinion and the lawyer's work report. For matters not expressed in this supplementary legal opinion, the legal opinion and lawyer work report shall prevail; If the opinions expressed in this supplementary legal opinion are different from the legal opinion and / or lawyer work report, or the legal opinion and / or lawyer work report are not disclosed or expressed, this supplementary legal opinion shall prevail. Unless otherwise stated in this supplementary legal opinion, the matters stated in this supplementary legal opinion are consistent with those stated in the legal opinion and lawyer work report, and will not be repeated here.
This supplementary legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose or purpose without the written consent of the exchange.
Unless otherwise stated in this supplementary legal opinion, the definitions, terms and abbreviations used in the legal opinion, lawyer work report and the confirmation, commitment and statement made are applicable to this supplementary legal opinion.
According to the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and on the basis of full verification and verification of the relevant documents and facts provided by the company, our lawyers hereby issue the following legal opinions:
1、 Audit question 2: about this raised investment project
According to the application documents, the issuer plans to issue convertible corporate bonds to unspecified objects to raise a total of no more than 128 million yuan, of which 90 million yuan is used for the construction of Autel Intelligent Technology Corp.Ltd(688208) R & D center and the R & D project of new generation intelligent maintenance and new energy comprehensive solutions. The project is divided into two sub projects: the acquisition of 100% equity of Rainbow Technology and the R & D project of new generation intelligent maintenance and new energy comprehensive solutions.
2.1 about the project of acquiring 100% equity of Rainbow Technology
The issuer intends to acquire the ownership of the target property under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology, by acquiring 100% equity of rainbow technology. The target property will be used as the implementation site of the new generation intelligent maintenance and new energy comprehensive solution R & D project. As of July 31, 2021, the total liabilities of rainbow technology were 263596400 yuan.
The issuer is requested to explain: (1) the reason and rationality of the issuer's acquisition of equity rather than direct purchase of assets in order to obtain the ownership of the target property; The reason and rationality of acquiring rainbow technology instead of directly acquiring rainbow nano; (2) Whether the target property acquired by the issuer is for the company's own use, whether it is planned to be rented or sold, and whether it invests in real estate business in a disguised form; Whether the use of the company's current site is saturated, compare the situation of Listed Companies in the same industry, and explain the necessity of purchasing the target property in combination with the situation of existing employees and employees to be recruited, the situation of existing sites and per capita area, as well as the cost comparison of self built and leased office space of raised investment projects; (3) The main background of Han nationality holding and Gao Yunfeng, and whether there is any relationship or other interest arrangement with the issuer and its controlling shareholders, actual controllers, directors, supervisors and senior managers; (4) The assets and liabilities of rainbow technology other than holding rainbow nano, and the assets and liabilities of rainbow nano other than its own houses; Whether Rainbow Technology and its subsidiaries have litigation, arbitration, potential disputes or other situations that may generate contingent liabilities, whether there are actual business operations, and whether all the income comes from the rental of rainbow nano's own houses; Whether the ownership of the target property is clear and whether there are other rights that have not been lifted or other rights that are limited; The details of rainbow nano's existing house rental and related businesses, the issuer's disposal plan for such existing businesses and its impact on the issuer's business; (5) Adopt asset-based method, income method and market method to evaluate and calculate the specific process of all shareholders' rights and interests of rainbow technology, whether the selection of evaluation methods and evaluation parameters is reasonable, the reasons for the high appreciation rate of evaluation results, and explain the rationality of transaction price in combination with comparable company valuation or market comparable cases.
Ask the lawyer of the issuer to check (1) - (4) and give opinions.
reply:
1、 The reason and rationality of the issuer's acquisition of equity rather than direct purchase of assets in order to obtain the ownership of the target property; Reasons and rationality of acquiring rainbow technology instead of directly acquiring rainbow nano
(I) reasons and rationality of adopting the method of acquiring equity rather than directly purchasing assets
The issuer intends to acquire the ownership of the target property under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology, by acquiring 100% equity of rainbow technology. The target property will be used as the implementation site of the "new generation intelligent maintenance and new energy comprehensive solution R & D project". The final transaction price of this acquisition is 745115000 yuan, of which the consideration of the target property corresponding to the R & D site area of 19757.58 square meters is paid with the raised funds of 483496600 yuan, and the consideration of the target property corresponding to the remaining site area is paid with its own funds. According to Article 28 of the regulations of Shenzhen Special Economic Zone on high tech Industrial Park (issued in 2001 and revised in 2019), it is prohibited to transfer the land and buildings transferred by agreement in the high tech Zone. Article 30 stipulates that when the controlling equity of an enterprise that has obtained the land use right or buildings of the high tech Zone changes, the market supervision department shall notify the administrative organ of the high tech Zone in writing within five working days; If the project is changed, the enterprise shall inform the administrative organization of the high tech Zone within five working days from the date of the change, and the administrative organization of the high tech Zone shall re recognize the qualification to enter the zone in accordance with the provisions of Article 36 of these regulations.
According to the provisions of Article 60 of the regulations of Shenzhen Special Economic Zone on National Independent Innovation Demonstration Zone (issued in 2018 and revised in 2019), the administrative licenses involving the purchase, relocation, rental of plants and supporting houses by enterprises in the high tech Zone shall be cancelled, and the relevant matters shall be implemented in accordance with the relevant agreements. After acquiring 100.00% equity of rainbow technology, the issuer has informed the management organization of Shenzhen high tech Zone (Shenzhen Science and technology innovation Commission) and confirmed by consulting the innovation and Development Department of Shenzhen high tech Zone of Shenzhen Science and technology innovation commission that the entry qualification of the high tech Zone has been cancelled according to the above provisions.
Based on the above, since the land and buildings of the raised investment project are located in the high-tech industrial park in Shenzhen, according to the regulations on high tech Industrial Park of Shenzhen Special Economic Zone, the direct transfer of the land of the target property is prohibited. Therefore, without changing the owner of the land and buildings, It is reasonable for the issuer to acquire the land for the raised investment project by indirect equity acquisition.
(II) reasons and rationality of acquiring rainbow technology instead of directly acquiring rainbow nano
1. Han nationality holdings divested the relevant assets as a whole by selling 100% equity of rainbow technology
Han nationality holdings acquired 100% equity of Rainbow Technology held by Shenzhen jinhuitong Industrial Co., Ltd. with 200 million yuan in December 2011. At that time, Rainbow Technology held 100% equity of rainbow nano, and rainbow nano was the owner of the target property. Because Han's holding acquired the target property by acquiring 100% equity of rainbow technology, in the acquisition transaction between the issuer and Han's holding, Han's holding stripped Rainbow Technology, rainbow nano and the corresponding target property as a whole by selling 100% equity of rainbow technology.
2. The amount of current accounts between Rainbow Technology and rainbow nano is large and the asset liability structure is simple. It is more convenient to directly acquire 100% equity of rainbow technology
As of July 31, 2021, the assets and liabilities of the parent company of rainbow technology are as follows:
Unit: 10000 yuan
Notes on assets as of July 31, 2021
Other receivables 7716.51 related party transactions between Rainbow Technology and rainbow nano
Other current assets 0.58/
Long term equity investment 2000.00 Rainbow Technology's equity investment in rainbow nano
Total assets 9717.09
Liabilities as of July 31, 2021
Taxes payable
