About Guangdong Ruide Intelligent Technology Co., Ltd
Supplementary legal opinion on initial public offering of RMB common shares and listing on GEM (4)
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen 518017, China
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Email (e-mail): [email protected]. Website: www.shujin.cn
Guangdong Xinda law firm
About Guangdong Ruide Intelligent Technology Co., Ltd
Initial public offering of RMB common shares and listing on GEM
Supplementary legal opinion (IV)
Xdscz [2020] No. 026-4 to: Guangdong Ruide Intelligent Technology Co., Ltd
Guangdong Xinda law firm has accepted the entrustment of Guangdong Ruide Intelligent Technology Co., Ltd. as the special legal adviser for its initial public offering and listing on the gem.
Guangdong Xinda law firm, in accordance with the company law of the people’s Republic of China and the securities law of the people’s Republic of China Measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation), rules for the preparation and reporting of information disclosure by companies offering securities to the public No. 12 – legal opinions and lawyers’ work report on public offerings of securities, measures for the administration of law firms engaging in securities legal business, and rules for the practice of securities legal business of law firms (for Trial Implementation) And other relevant laws, regulations and normative documents, as well as the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, in accordance with the business standards, ethics and diligence recognized by the lawyer industry, On November 26, 2020, Guangdong Xinda law firm issued the lawyer’s work report on Guangdong Ruide Intelligent Technology Co., Ltd.’s initial public offering of RMB common shares and listing on the gem (hereinafter referred to as the “lawyer’s work report”) and The legal opinion of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as the “legal opinion”), according to audit letter [2020] No. 011027 The requirements of the examination and inquiry letter on the application documents of Guangdong Ruide Intelligent Technology Co., Ltd. for initial public offering and listing on the gem, On March 19, 2021, Guangdong Xinda law firm issued the supplementary legal opinion (I) on Guangdong Ruide Intelligent Technology Co., Ltd.’s initial public offering of RMB common shares and listing on the gem (hereinafter referred to as the “supplementary legal opinion (I)”), The supplementary legal opinion (II) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as “supplementary legal opinion (II)”) was issued on June 28, 2021 and issued on September 6, 2021 The supplementary legal opinion (III) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as the “supplementary legal opinion (III)”).
Since the first half of 2021 has ended, Zhonghua Certified Public Accountants (special general partnership) has audited the financial statements of the issuer as of June 30, 2021 and issued the audit report (Zhong Hui Zi (2021) No. 07791). Lawyer Xinda issued this report on the basis of further verification of the issuer’s matters related to the issuance and listing Supplementary legal opinion (IV) of Guangdong Xinda law firm on the initial public offering of RMB common shares and listing on the gem of Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as “supplementary legal opinion (IV)”).
Cinda has strictly performed its statutory duties and followed the principles of diligence and good faith, Checked the facts involved in this supplementary legal opinion (IV), and issued supplementary legal opinions according to the understanding of China’s current effective laws, regulations and normative documents, so as to ensure that there are no false records, misleading statements and major omissions in this supplementary legal opinion (IV).
This supplementary legal opinion (IV) is a supplement to the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) and supplementary legal opinion (III) issued by Cinda, and constitutes the legal opinion, lawyer work report and supplementary legal opinion (I) The supplementary legal opinion (II) and the supplementary legal opinion (III) are integral parts; unless otherwise stated in the supplementary legal opinion (IV), the opinions and conclusions on other legal issues involved in this issuance are still applicable to the legal opinion, lawyer work report and supplementary legal opinion (I) Relevant expressions in supplementary legal opinion (II) and supplementary legal opinion (III). Legal opinion, lawyer work report and supplementary legal opinion (I) The interpretation in supplementary legal opinion (II) and supplementary legal opinion (III) and the matters to be declared by lawyers also continue to apply to this supplementary legal opinion (IV).
Cinda agrees to take this supplementary legal opinion (IV) as the necessary legal document for the issuer to apply for this issuance and listing, report it together with other application materials, and is willing to bear corresponding legal liabilities.
1、 Substantive conditions for this offering and listing
Cinda discussed in detail the substantive conditions of the issuer’s issuance and listing in the legal opinion and lawyer work report. According to Zhong Hui Zi (2021) No. 07791 audit report (hereinafter referred to as “audit report”) and Zhong Hui Zi (2021) No. 07795 internal control assurance report issued by Zhong Hua Certified Public Accountants (special general partnership) on September 30, 2021 And the supporting documents issued by relevant competent government departments, and after verification, Cinda supplemented the changes in the substantive conditions of the issuer’s issuance and listing as follows, and the unchanged parts will not be repeated:
(i) Substantive conditions of this offering
Upon verification, the issuer meets the following conditions for public offering of shares as stipulated in the company law, the securities law and the administrative measures:
1. The issuer meets the conditions for public offering of shares stipulated in the company law
(1) According to the resolution of the issuer’s third extraordinary general meeting in 2020 and the prospectus (declaration draft), the type of shares issued by the issuer this time is RMB ordinary shares, with a par value of RMB 1 per share, the issuance conditions and price of each share are the same, and each share has the same rights, which is in line with the provisions of Article 126 of the company law.
(2) According to the resolution of the issuer’s third extraordinary general meeting in 2020, the issuer’s general meeting of shareholders has made resolutions on the type and amount of new shares, the issue price of new shares and the start and end date of new shares, which is in line with the provisions of Article 133 of the company law.
2. The issuer meets the conditions for public offering of shares stipulated in the securities law
(1) The issuer has established and improved the system of general meeting of shareholders, board of directors and board of supervisors in accordance with the law, relevant institutions and personnel can perform their duties in accordance with the law, and has a sound and well functioning organization, which is in line with the provisions of item (I) of paragraph 1 of Article 12 of the securities law.
(2) According to the audit report, the issuer’s net profits for 2018, 2019, 2020 and January June 2021 (calculated based on the lower one before and after deducting non recurring profits and losses) were 29.4797 million yuan, 47.7608 million yuan, 65.5039 million yuan and 38.6639 million yuan respectively, with the ability of sustainable operation and in line with paragraph 1 of Article 12 of the securities law （2） Item.
(3) According to the audit report, the issuer’s written confirmation and the verification of Xinda’s lawyer, the issuer’s financial and accounting report for the last three years has been issued with an unqualified audit report, which is in line with the provisions of paragraph 1 (3) of Article 12 of the securities law.
(4) According to the certificate issued by relevant government authorities, the issuer, its controlling shareholder and actual controller have confirmed in writing and verified by Cinda lawyers that the issuer, its controlling shareholder and actual controller have not committed any criminal crime of corruption, bribery, misappropriation of property, misappropriation of property or undermining the socialist market economic order in the past three years, which is in line with the securities law Article 12, paragraph 1 (4).
3. The issuer meets the conditions for public offering of Shares specified in the administrative measures
(1) The issuer is a joint stock limited company established in accordance with the law and has continued to operate for more than three years, has a sound and well functioning organization, and complies with the provisions of Article 10 of the administrative measures.
(2) According to the audit report Upon the issuer’s written confirmation, the issuer’s basic accounting work is standardized, the preparation and disclosure of the financial statements comply with the provisions of the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflect the issuer’s financial status, operating results and cash flow in all major aspects. The financial and accounting reports for the last three years are issued by certified public accountants with unqualified opinions, Comply with the provisions of paragraph 1 of Article 11 of the administrative measures.
(3) According to the internal control assurance report and confirmed by the issuer in writing, the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the company’s operation efficiency, legal compliance and the reliability of financial reports, and the certified public accountant issues an internal control assurance report with unqualified conclusions, which is in line with the provisions of paragraph 2 of Article 11 of the administrative measures.
(4) The issuer has complete assets, independent business, personnel, finance and institutions, and there is no horizontal competition with the controlling shareholder, actual controller and other enterprises under its control that has a significant adverse impact on the issuer, and there is no related party transaction that seriously affects its independence or is obviously unfair, which is in line with the provisions of item (I) of paragraph 1, Article 12 of the administrative measures.
(5) The issuer’s main business, control right and management team are stable, and there has been no significant adverse change in the main business, directors and senior managers in the last two years; the ownership of shares of the issuer held by the controlling shareholders and shareholders dominated by the controlling shareholders and actual controllers is clear, the actual controllers have not changed in the last two years, and there is no major risk that the control right may change The power is a dispute, which complies with the provisions of paragraph 1 (2) of Article 12 of the administrative measures.
(6) The issuer does not have any major ownership disputes involving major assets, core technologies, trademarks, etc., major debt repayment risks, major contingencies such as guarantee, litigation and arbitration, and major changes in the business environment that have or will have a significant adverse impact on the continuous operation, which is in line with the provisions of paragraph 1 (3) of Article 12 of the administrative measures.
(7) During the reporting period, the issuer was mainly engaged in the R & D, production and sales of intelligent controllers, as well as the production and sales of a small number of terminal products. Its production and operation complied with the provisions of laws and administrative regulations, national industrial policies and Article 13, paragraph 1, of the administrative measures.
(8) According to the certificate issued by the competent government department, the issuer, its controlling shareholder and actual controller confirmed in writing, and verified by Xinda’s lawyer through on-site visit, written review and network search, the issuer, its controlling shareholder and actual controller have not engaged in corruption, bribery, misappropriation of property, misappropriation of property or destruction of the socialist market in the past three years The criminal offence of economic order does not involve fraudulent distribution, major illegal information disclosure or other major illegal acts involving national security, public security, ecological security, production safety, public health and safety, which is in line with the provisions of paragraph 2 of Article 13 of the administrative measures.
(9) According to the certificate issued by the relevant competent government department, the written confirmation of the issuer’s directors, supervisors and senior managers, and the verification by Xinda’s lawyer through written review, network search and other means, the issuer’s directors, supervisors and senior managers have not been subject to the administrative punishment of the CSRC in the recent three years, or have been placed on file for investigation or investigation by the judicial organ for suspected crimes Suspected violations of laws and regulations are under investigation by the CSRC and there is no clear conclusion, which is in line with the provisions of paragraph 3 of Article 13 of the administrative measures.
（2） Substantive conditions for the listing of shares after this offering
After verification, lawyer Xinda believes that in addition to meeting the above conditions for public offering of shares, the issuer will also meet the conditions for listing of Shares specified in the Listing Rules after the issuance has passed the examination of issuance and listing of Shenzhen stock exchange according to law, registered by China Securities Regulatory Commission and completed the public offering:
1. The issuer meets the issuance conditions stipulated by the CSRC and complies with Article 2.1.1 of the listing rules Article 1, paragraph 1 (I).
2、 As of the date of issuance of this supplementary legal opinion (IV), the total share capital of the issuer is 76.464 million yuan. According to the resolution of the issuer’s third extraordinary general meeting in 2020 and the prospectus (declaration draft), the total amount of new shares to be publicly issued by the issuer this time does not exceed 25.488 million shares (excluding the number of shares issued with over allotment option), after the completion of this public offering, the total share capital of the issuer shall not be less than 30 million yuan, and the shares publicly issued shall reach more than 25% of the total shares of the issuer, which is in line with the provisions of item (2) and item (3) of paragraph 1 of article 2.1.1 of the listing rules.
3. According to the audit report According to the prospectus (draft report), the written confirmation of the issuer and the verification of Xinda’s lawyer, the net profit of the issuer in the last two years (calculated based on the lower one before and after deducting non recurring profits and losses) is positive, and the accumulated net profit is not less than 50 million yuan, which is in line with the provisions of paragraph 1 (4) of article 2.1.1 and paragraph 1 (I) of article 2.1.2 of the listing rules.
In conclusion, lawyer Xinda believes that the issuer’s issuance and listing meets the substantive conditions specified in the company law, securities law, administrative measures, listing rules and other laws, regulations and normative documents, and needs to obtain the audit opinions that Shenzhen Stock Exchange believes that the issuer meets the issuance conditions and information disclosure requirements The decision of the CSRC to register and the decision of the Shenzhen Stock Exchange to approve the listing.
2、 Sponsors and shareholders (actual controllers)
As of the date of issuance of this supplementary legal opinion (IV), the issuer has 32 shareholders, including 22 natural person shareholders, 6 legal person shareholders and 4 partnership shareholders
