About Guangdong Ruide Intelligent Technology Co., Ltd
Legal opinion on the listing of IPO shares on the gem of Shenzhen Stock Exchange
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen 518017, China
Tel: (0755) 88265288 Fax: (0755) 88265537
Email address (e-mail): [email protected]. Website: www.shujin.com cn.
Guangdong Xinda law firm
About Guangdong Ruide Intelligent Technology Co., Ltd
IPO shares listed on the gem of Shenzhen Stock Exchange
Legal opinion
To: Guangdong Ruide Intelligent Technology Co., Ltd
According to the employment agreement for special legal counsel signed between Guangdong Ruide Intelligent Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) and Guangdong Xinda law firm (hereinafter referred to as “Xinda”), Xinda accepts the entrustment of the issuer to act as the special legal counsel for its initial public offering and listing.
Guangdong Xinda law firm, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “administrative measures”) This legal opinion is issued in accordance with the relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and the measures for the administration of law firms engaging in securities legal business, as well as the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, Cinda hereby makes the following statement:
1、 Xinda lawyers express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and in accordance with the current laws, regulations and relevant provisions of the CSRC, and do not express opinions on any facts and laws outside the jurisdiction of China.
2、 Xinda lawyers do not express opinions on professional matters such as accounting, auditing, capital verification and asset evaluation. When Xinda lawyer cites some data or conclusions in relevant accounting statements, audit reports, capital verification reports and asset evaluation reports in this legal opinion, it does not mean that Xinda lawyer makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions.
3、 In the process of relevant investigation, collection, consultation and inquiry, Xinda lawyer has obtained the following guarantee from the issuer: the issuer has provided Xinda lawyer with the original written materials, copies, reprints, written statements or oral testimony and other documents that Xinda lawyer considers necessary and true for issuing this legal opinion; The issuer did not conceal, omit, make false records or make misleading statements when providing documents to Xinda lawyers; The signatures and seals on the documents provided are true; Among them, if the documents are copies or copies, all copies or copies shall be consistent with the original.
4、 For the important facts in this legal opinion that cannot be supported by independent evidence, Xinda lawyer relies on the supporting documents issued by relevant government departments, issuers or other relevant units, as well as the written reports and professional opinions issued by other intermediaries related to this issuance and listing to express legal opinions on these facts.
5、 Xinda and Xinda lawyers have strictly performed their legal duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
6、 Cinda agrees that the issuer shall submit this legal opinion as a necessary legal document for this listing application to Shenzhen stock exchange together with other materials, and shall be liable for the legal opinion issued in accordance with the law.
7、 This legal opinion is only used by the issuer for the purpose of this listing, and shall not be used for any other purpose without the prior written permission of Xinda.
1、 Approval and authorization of this listing
(I) internal approval and authorization of the issuer
On November 12, 2020, The third extraordinary general meeting of the issuer in 2020 deliberated and approved the proposal on the company’s application for initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange and the proposal on the company’s application for initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange to raise funds for investment projects and their feasibility The proposal on Authorizing the board of directors of the company to fully handle the specific matters of the initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange and other proposals related to this offering and listing.
On October 15, 2021, the second extraordinary general meeting of the issuer in 2021 deliberated and adopted the proposal on extending the validity period of relevant resolutions on the company’s application for initial public offering of RMB common shares and listing on the gem of Shenzhen Stock Exchange, extending the authorization period to the board of directors.
(II) examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange
On September 7, 2021, the GEM Listing Committee of Shenzhen stock exchange held the 55th review meeting in 2021 and agreed to the issuer’s initial public offering and listing on the gem.
(III) the CSRC agrees to register
On January 25, 2022, China Securities Regulatory Commission approved and issued the reply on Approving the registration of initial public offering of shares of Guangdong Ruide Intelligent Technology Co., Ltd. (zjxk [2022] No. 205) and approved the issuer’s application for registration of initial public offering of shares. The reply is valid within 12 months from the date of consent to registration.
(IV) Shenzhen Stock Exchange agrees to the listing of shares
On April 8, 2022, Shenzhen Stock Exchange approved and issued the notice on the listing of RMB common shares of Guangdong Ruide Intelligent Technology Co., Ltd. on the gem (SZS [2022] No. 351), agreeing that the RMB common shares issued by the issuer should be listed on the gem of Shenzhen Stock Exchange.
Xinda lawyer believes that the issuer’s listing has been approved and authorized internally by the issuer, its initial public offering of shares has been reviewed and approved by the GEM Listing Committee of Shenzhen Stock Exchange and approved by the CSRC for registration, and Shenzhen Stock Exchange has agreed to the listing and trading of the issuer’s shares on the gem of Shenzhen Stock Exchange. 2、 Issuer’s qualification as a listed entity
After verification, lawyer Xinda believes that the issuer is a joint stock limited company legally established, legally existing and continuously operating for more than three years. There is no need to terminate according to laws, regulations, normative documents and the articles of association, and it has the main qualification for this issuance and listing.
3、 Substantive conditions of this listing
(I) according to the announcement on the results of the 55th review meeting of the municipal Party Committee on the gem in 2021 issued by Shenzhen Stock Exchange and the reply on Approving the initial public offering of shares by Guangdong Ruide Intelligent Technology Co., Ltd. (zjxk [2022] No. 205) issued by the CSRC, this issuance meets the issuance conditions of the gem stipulated by the CSRC and has been approved and registered by the CSRC, Comply with item (I) of paragraph 1 of article 2.1.1 of the listing rules.
(II) according to the announcement on the results of initial public offering and listing on the gem of Guangdong Ruide Intelligent Technology Co., Ltd., after the completion of this offering, the total share capital of the issuer is 101952 million yuan, not less than 30 million yuan, which is in line with the provisions of item (II) of paragraph 1 of article 2.1.1 of the listing rules.
(III) according to the announcement on the results of initial public offering and listing on the gem of Guangdong Ruide Intelligent Technology Co., Ltd., the total number of shares issued by the issuer this time is 25.488 million, accounting for 25% of the total number of shares of the issuer after the completion of this offering, which is in line with the provisions of item (III) of paragraph 1 of article 2.1.1 of the listing rules.
(IV) according to the audit report, the prospectus and the verification of Xinda lawyers, the net profit of the issuer in the last two years is positive and the accumulated net profit is not less than 50 million yuan, which is in line with the provisions of item (IV) of paragraph 1 of article 2.1.1 and item (I) of paragraph 1 of article 2.1.2 of the listing rules.
(V) the issuer has applied to Shenzhen stock exchange for stock listing, which complies with Article 2.1.6 of the listing rules.
(VI) the issuer and its directors, supervisors and senior managers have issued a commitment to ensure that the listing application documents are true, accurate and complete, and there are no false records, misleading statements or major omissions, and the commitment to fail to fulfill the binding measures of the commitment, which is in line with the provisions of article 2.1.7 of the listing rules.
(VI) the issuer has prepared and disclosed the listing announcement, articles of association and other documents in accordance with relevant regulations, which complies with article 2.1.9 of the listing rules.
(VII) all shareholders of the issuer prior to the listing of this offering have issued a commitment to lock up and restrict the transfer of shares before the IPO, which is in line with the provisions of articles 2.3.3, 2.3.4 and 2.3.8 of the listing rules.
(VIII) the controlling shareholders, actual controllers, directors, supervisors and senior managers of the issuer have respectively signed the statement and commitment of controlling shareholders and actual controllers and the statement and commitment of directors (supervisors and senior managers) in accordance with relevant regulations, and the above documents have been witnessed by our lawyers and submitted to Shenzhen Stock Exchange and the board of directors of the issuer for filing, which is in line with Article 4.2.1 of the listing rules Article 4.3.1. Cinda believes that the issuer meets the substantive conditions for the listing of shares stipulated in the securities law, listing rules and other laws, regulations and normative documents.
4、 Sponsor institutions and sponsor representatives of this listing
(I) the listing of the issuer’s shares is sponsored by the sponsor Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) “) Guoyuan Securities Company Limited(000728) is a recommendation institution registered by the CSRC and included in the list of recommendation institutions. At the same time, it has the membership of Shenzhen Stock Exchange and meets the provisions of article 3.1.1 of the listing rules.
(II) Guoyuan Securities Company Limited(000728) designate Che Dafei and Wang Jianxiang as the sponsor representatives to be responsible for the sponsor work of the issuer’s stock listing. The above two sponsor representatives have been registered with the CSRC and included in the list of sponsor representatives, which is in line with the provisions of article 3.1.3 of the listing rules.
5、 Concluding observations
Xinda’s lawyer believes that the issuer has obtained the internal approval and authorization of the issuer, the deliberation and approval of the GEM Listing Committee of Shenzhen Stock Exchange and the registration consent of China Securities Regulatory Commission; The issuer is a joint stock limited company legally established and existing, and has the subject qualification of this listing; The issuer’s listing complies with the substantive conditions stipulated in the securities law, listing rules and other laws, regulations and normative documents; The issuer has hired a qualified recommendation agency, and the recommendation agency shall designate a recommendation representative to be responsible for the recommendation work; Shenzhen Stock Exchange has approved the issuer’s shares to be listed and traded on the gem of Shenzhen Stock Exchange.
This legal opinion is made in duplicate.
(no text below)
(this page is the signature page of the legal opinion of Guangdong Xinda law firm on the listing of the initial public offering shares of Guangdong Ruide Intelligent Technology Co., Ltd. on the gem of Shenzhen Stock Exchange)
Person in charge: Handling lawyer:
Lin Xiaochun, Ren Baoming
Han Ruohan
Feng Peibo
specific date
