Beijing Zhonglun law firm
Notice on Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (II)
March, 2002
catalogue
1、 Audit question 1: about this raised investment project six
Floor 22-31, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Autel Intelligent Technology Corp.Ltd(688208)
Issuing convertible corporate bonds to unspecified objects
Supplementary legal opinion (II)
To: Autel Intelligent Technology Corp.Ltd(688208)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Autel Intelligent Technology Corp.Ltd(688208) (hereinafter referred to as “the issuer” or “the company”) to act as the special legal adviser 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 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 Lawyer work report of Beijing Zhonglun law firm on issuing legal opinions for Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as “lawyer work report”). Meanwhile, with regard to the first round of examination and inquiry letter issued by Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), the exchange has issued the supplementary legal opinion (I) of Beijing Zhonglun law firm on Autel Intelligent Technology Corp.Ltd(688208) issuing convertible corporate bonds to unspecified objects.
On March 4, 2022, the Shanghai Stock Exchange issued the “shzks (refinancing) [2022] No. 38” inquiry letter on the second round of examination of Autel Intelligent Technology Corp.Ltd(688208) the application documents for 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, our lawyers conducted necessary investigation, collection, consultation and inquiry on the relevant issues involved in this supplementary legal opinion in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, 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 When the documents issued by the issuer are strictly in accordance with the relevant laws and regulations.
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 legal opinion, lawyer work report and supplementary legal opinion (I). For matters not expressed in this supplementary legal opinion, the legal opinion, lawyer work report and supplementary legal opinion (I) shall prevail; If the opinions expressed in this supplementary legal opinion are different from those in the legal opinion, lawyer work report and supplementary legal opinion (I), or the legal opinion, lawyer work report and supplementary legal opinion (I) 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 listed in the legal opinion, lawyer work report and supplementary legal opinion (I), 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 supplementary legal opinion (I), as well as 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 1: about this raised investment project
Question 1: about this raised investment project
According to the first round reply and the prospectus, (1) the current R & D personnel of the project are 367, the number of people required for the project is 840, and the per capita site area is 28.21 square meters; (2) In the project of acquiring 100.00% equity of rainbow technology, the total investment is 745115 million yuan, and the proposed raised capital is 4834966 million yuan. As of July 31, 2021, in the consolidated assets and liabilities of Rainbow Technology and rainbow nano, the total amount of current accounts between rainbow nano and its related parties and the rent receivable from Shenzhen Coship Electronics Co.Ltd(002052) and China Citic Bank Corporation Limited(601998) Shenzhen Branch was 3105551 million yuan, and the total amount of mortgage loans and undue interest payable from China Citic Bank Corporation Limited(601998) Shenzhen Branch was 258165300 yuan. The principal and interest of China Citic Bank Corporation Limited(601998) Shenzhen Branch repaid by Han nationality holding on behalf of rainbow nano is 258954300 yuan.
The issuer is requested to explain: (1) the specific situation and planning of the property purchased, and the area of R & D, office and other auxiliary functions; (2) In combination with the differences in product performance and technical level between this raised investment project and the company’s existing business, explain the determination basis and rationality of the R & D personnel and the required number of people of the raised investment project, and whether the per capita site area is reasonable; Explain whether the selection of comparable companies is reasonable in combination with the implementation location, business type and R & D mode of the raised investment project; (3) The formation process and estimated repayment time of other receivables of Rainbow Technology; The reason and rationality for Han nationality holding to repay the principal and interest of China Citic Bank Corporation Limited(601998) Shenzhen Branch on behalf of rainbow nano, whether corresponding contracts or agreements have been signed, specific repayment arrangements, and whether there are other interest arrangements; (4) In the acquisition of Rainbow Technology equity project, whether the specific calculation process of the proposed raised funds involves the use of the raised funds to purchase creditor’s rights in a disguised form, and whether to supplement the working capital in a disguised form; (5) In combination with the above situation, the necessity of purchasing the property, the relationship with the implementation of the raised investment project, and the improvement of the company’s existing business in product performance and technical level compared with the raised investment project, explain the reasons why the issuer chooses to purchase the property rather than lease the property for implementation, and whether it complies with the relevant provisions that the raised funds should be invested in the field of scientific and technological innovation.
The reporting accountant and the lawyer of the issuer shall check and express their opinions.
reply:
1、 The specific situation and planning of the property purchased, and the area of R & D, office and other auxiliary functions; (I) background of property purchase
With the rapid development of business, the R & D investment scale of the company is gradually expanded and the R & D team is continuously expanded. Under the background of constantly updating the technical level of the industry, the company will continue to strengthen R & D investment and R & D team construction. However, the company’s existing R & D site has been relatively tight, which has a certain impact on the efficiency of R & D work and is more difficult to meet the needs of R & D innovation in the future.
The total investment of the raised investment project ” Autel Intelligent Technology Corp.Ltd(688208) R & D center construction and new generation intelligent maintenance and new energy comprehensive solution R & D project” is 1722193600 yuan, of which 900 million yuan is raised, and the rest is self owned funds; According to the calculation, there will be 817 R & D personnel (excluding supporting administrative personnel) in the third year of the implementation of the project. The company needs to provide corresponding R & D sites for the project.
By acquiring 100.00% equity of rainbow technology, the company obtained the ownership of the target property under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology. As a supporting R & D site for the above projects, it can better meet the requirements of the project. On the one hand, the purchase of the property will provide the R & D site for the R & D project and effectively solve the dilemma of insufficient R & D site of the company at present; On the other hand, the purchase of self owned sites can avoid problems such as scattered R & D sites, difficult rent-seeking and rising rent, and provide effective guarantee for the good, stable and sustainable operation of the company. In addition, the purchase of property can improve the office environment of R & D personnel and help introduce industry professionals, so as to further improve the overall R & D technology level of the company, speed up the R & D progress, and keep the company’s automotive diagnosis technology in a leading position in the world and China.
(II) specific situation and planning of property purchase
The transaction price of acquiring 100% equity of Rainbow Technology in the “project of acquiring 100.00% equity of Shenzhen Rainbow Technology Development Co., Ltd.” is based on the appraisal report on all equity assets of shareholders of Shenzhen Rainbow Technology Development Co., Ltd. involved in Autel Intelligent Technology Corp.Ltd(688208) proposed equity acquisition issued by Shenzhen Pengxin asset appraisal Land Real Estate Appraisal Co., Ltd (Peng Xin Zi Ping Bao Zi [2021] No. S153) the appraisal result is 7569854 million yuan as the reference basis (including the appraisal value of the rainbow technology building is 7017492 million yuan). According to the negotiation between the two parties, the final transaction price is 745115 million yuan.
On August 18, 2021, the company signed the equity acquisition agreement on Shenzhen Rainbow Technology Development Co., Ltd. (hereinafter referred to as the “equity acquisition agreement”) with Han nationality holdings. According to the negotiation between the two parties, the transaction price of 100% equity of rainbow technology was determined as 70 million yuan in cash and Autel Intelligent Technology Corp.Ltd(688208) assumed the debt of 45.115 million yuan that Han nationality holdings should repay to rainbow nano, That is, the actual transaction consideration was 745115000 yuan, and the relevant equity change registration procedures were completed on August 19, 2021.
By acquiring 100.00% equity of rainbow technology, the company obtained the real estate No. 0239201 of Guangdong (2019) Shenzhen real estate property right under the name of rainbow nano, a wholly-owned subsidiary of rainbow technology. The real estate is located in rainbow technology building, No. 5 Industrial Zone, Beihuan Avenue. The parcel number of the plot is t4010027. The nature of the right is other / commercial housing, and the purpose is industrial land / plant, office and canteen.
(III) area of R & D, office and other auxiliary functions
The total construction area of the target property is 2860475 square meters, including 2369571 square meters of aboveground buildings and 490904 square meters of underground garage. Among them, the R & D area is 1975758 square meters, the conference room is 120000 square meters, the auxiliary administrative office area is 400.00 square meters, the machine room is 300.00 square meters, and other auxiliary functional areas (including front desk and display reception area, restaurant, employee activity area and toilet, etc.) are 203815 square meters. The specific planning of the target property is shown in the table below:
Functional area (M2) remarks
Total site area 2860475
Including: underground garage 4,90
