Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Issuing legal opinions on initial public offering and listing
Lawyer work report
June, 2001
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
introduction...... 5 I. Introduction to law firms and lawyers 5 II. Working process of making legal opinions III. statement of the exchange 8 IV. interpretation 10 text 12 I. approval and authorization of this issuance and listing 12 II. The issuer's qualification as the subject of issuing shares 13 III. substantive conditions for this offering and listing 15 IV. establishment of the issuer 21 v. independence of the issuer 23 VI. promoters or shareholders (traced back to the actual controller of the issuer) 25 VII. Share capital and evolution of the issuer 29 VIII. Branches and holding subsidiaries of the issuer 36 IX. business of the issuer 40 X. related party transactions and horizontal competition 46 Xi. Main property of the issuer 55 XII. Major creditor's rights and debts of the issuer 64 XIII. Major asset changes and mergers and acquisitions of the issuer 66 XIV. Formulation and amendment of the articles of association of the issuer sixty-seven
15、 Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 68 XVI. Directors, supervisors and senior managers of the issuer and their changes 69 XVII. Tax of the issuer 72 XVIII. Environmental protection, product quality, technology and other standards of the issuer 75 XIX. Application of funds raised by the issuer XX. Business development objectives of the issuer 77 21. Litigation, arbitration or administrative punishment 77 XXII. Evaluation of the legal risk of the issuer's prospectus 78. Other issues that the lawyer thinks need to be explained 78. General concluding comments on this offering and listing eighty
23-31 / F, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/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 runbei Aviation Technology Co., Ltd
Issuing legal opinions on initial public offering and listing
Lawyer work report
To: runbei Aviation Technology Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm") is entrusted by runbei Aviation Technology Co., Ltd. (hereinafter referred to as "runbei aviation", "the company" or "the issuer") to act as the special legal adviser for the issuer's application for initial public offering of RMB common shares (A shares) and listing (hereinafter referred to as "the offering" or "the offering and listing").
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations, as well as the rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance, the measures for the administration of securities legal business conducted by law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation), and other relevant provisions, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue a lawyer's work report on the work completed by the exchange in issuing legal opinions for the issuer's issuance and listing, and the basis of opinions or conclusions.
introduction
1、 Introduction to law firms and lawyers
(I) introduction to law firm
The firm is a partnership law firm (special general partnership) established in accordance with Chinese law. It was established in 1993 and has offices in Beijing, Shanghai, Shenzhen, Guangzhou, Wuhan, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Hong Kong, Tokyo, London, New York, Los Angeles, San Francisco and Almaty. Headquartered in Beijing, the office address is 23-31 floors, South Tower, building 3, yuanzhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing, postal code: 100020, Tel.: 01059572288, fax: 01065681838, website: www.zhonglun.com com.。
The firm now has more than 300 partners, more than 2500 in total, and about 1500 practicing lawyers in China. Our legal services mainly include: capital market / securities, private equity and investment funds, mergers and acquisitions, intellectual property, companies / foreign direct investment, banking and finance, litigation and arbitration, construction projects and infrastructure, wto/ international trade, real estate, anti-monopoly and competition law, the Belt and Road and overseas investment, labor law, tax law and wealth planning, asset securitization and financial products, bankruptcy and reorganization Compliance / government regulation, etc.
(II) introduction to lawyers
For the purpose of this issuance and listing of the company, the exchange appointed lawyer Zheng Jianjiang, lawyer Zhu Qiang and lawyer Zhong Ting as handling lawyers to provide relevant legal services for the company. The brief information of the handling lawyer is as follows:
Zheng Jianjiang, a lawyer, graduated from Peking University and has been working as a lawyer since 1994. He has been working as a lawyer in Beijing Jianlun securities firm since 2006; Contact information: Office Tel.: 075533256666, fax: 075533206888, email: [email protected]. ；
Lawyer Zhu Qiang, graduated from China University of political science and law, has been working as a lawyer since 2012. Lawyer Zhu Qiang joined Beijing Zhonglun law firm in 2014 and has been engaged in corporate and securities legal affairs since then; Contact information: Office Tel.: 075533256666, fax: 075533206888, email: [email protected]. ；
Zhong Ting, a lawyer, graduated from China University of political science and law and has been working as a lawyer since 2016. Lawyer Zhong Ting joined Beijing Zhonglun law firm in 2017 as a lawyer assistant and lawyer. Up to now, she is mainly engaged in corporate and securities legal affairs; Contact information: Office Tel.: 075533256666, fax: 075533206888, email: [email protected]. 。 2、 Working process of making legal opinions
According to the agreement on the employment of legal counsel signed between the exchange and the issuer, the exchange accepted the employment of the issuer, served as the special legal counsel of the issuer for this issuance and listing, and issued the legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. The working process of making legal opinions is as follows:
1. Since entering the market, the exchange has checked and verified the relevant legal issues involved in the issuer's listing in accordance with the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the requirements of the business rules of the exchange, based on the principle of prudence and importance. The scope of verification and verification work of the exchange includes but is not limited to: the approval and authorization, subject qualification and substantive conditions of the issuer for this issuance and listing; Establishment of the issuer, independence, sponsors and shareholders, share capital and evolution, branches and holding subsidiaries, business, related party transactions and horizontal competition, main property, major creditor's rights and debts, major asset changes and mergers and acquisitions, formulation and amendment of the articles of association, rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors, directors, supervisors and senior managers and their changes, taxation, environmental protection and product quality Technical and other standards, the use of raised funds, business development objectives, litigation, arbitration or administrative punishment, as well as the commitments and relevant restrictive measures made by the issuer and other responsible subjects.
Before carrying out the verification and verification work, our lawyers prepared a detailed verification and verification plan to clarify the matters that need verification and verification. According to the actual progress of the work, our lawyers will make appropriate adjustments to the verification plan at any time.
In the process of verification, our lawyers have fulfilled the special duty of care of legal professionals for legal related business matters; For other business matters, it has fulfilled the general duty of care of ordinary people.
2. At the initial stage of the above verification and verification work, our lawyers sent the list of basic legal due diligence documents related to the issuance and listing project to the issuer, and obtained the basic documents, materials and their copies or copies provided by the issuer according to the list of documents; Our lawyers have classified, sorted and reviewed these written materials. As for the documents and materials that need to be supplemented by the issuer, our lawyers send the list of supplementary documents to the issuer from time to time and require the issuer to provide further documents. The written materials provided by the above-mentioned issuer constitute the basic materials on which the legal opinion issued by the exchange is based.
The issuer has made a guarantee to the exchange for the above written materials provided to the exchange: that is, the issuer has provided the exchange with the authentic original written materials, copies or copies that the exchange deems necessary for issuing legal opinions; The issuer has not omitted any documents when providing the exchange. The signatures and seals on all documents are true, and all copies or copies are consistent with the original.
3. In the process of verification and verification, in order to ensure a comprehensive and full grasp of the legal facts of the issuer, our lawyers also adopted various methods such as interview, on-the-spot investigation, inquiry, correspondence, calculation, comparison and Internet search. The materials formed in this process constitute the supporting materials of our legal opinion. The above verification process mainly includes:
(1) The lawyers of the firm conducted on-the-spot investigation on the issuer's main office and business premises, inspected the asset status of the issuer's main property and the operation of the business system, and understood the setting and operation of the issuer's main functional departments; We had necessary exchanges with the issuer's management, relevant executives and the handling personnel of the accounting firm hired by the Issuer on the relevant issues involved in this issuance and listing, and participated in many intermediary coordination meetings organized by the sponsor. In the process of field investigation and interview, the lawyer of the firm made a record of the investigation, asked the issuer or relevant parties about the important or non negligible issues considered by the firm, and obtained their written reply or confirmation; The written reply issued by the Institute constitutes the trust and legal support.
(2) The lawyers of the firm checked the industrial and commercial registration information of the issuer and related affiliated companies; Checked the originals of the business license, trademark registration certificate and other documents held by the issuer, inquired the Trademark Office of the State Intellectual Property Office about the ownership of the trademark owned by the issuer, and logged in to the website of the Trademark Office of the State Intellectual Property Office for retrieval; Whether the issuer, its actual controller and major shareholders are involved in litigation and arbitration matters has been searched on the website of the relevant people's court. In addition, the lawyers of the firm also know the latest developments and social evaluation of the issuer through the Internet from time to time, and conduct public information retrieval for the issuer and related parties.
(3) For the fact that it is very important to issue legal opinions and cannot be supported by independent evidence, the exchange has obtained the supporting documents issued by relevant government authorities (including industry and commerce, taxation, labor and social security, etc.) or other relevant units. Upon examination, these supporting documents are trusted by the exchange and constitute the basis for the legal opinion issued by the exchange.
4. For the legal problems found in the verification process, our lawyers communicated with the issuer and other intermediaries in a timely manner, conducted in-depth discussion and Research on relevant problems (start the internal business discussion procedure of our firm if necessary), and determined appropriate solutions.
5. Based on the above work, our lawyers have prepared legal opinions for the issuer's issuance and listing. After the preparation of the legal opinion, the exchange discussed and reviewed the legal opinion according to the requirements of the business rules of the exchange, and the handling lawyer made necessary supplements and improvements according to the review opinions of the core Committee.
Overall, the total working time of lawyers of the firm for the issuer's issuance and listing (including on-site work and off-site preparation of legal opinions, lawyers' work reports and other relevant legal documents) is about 280 working days. 3、 Matters declared by the exchange
1. The exchange and its lawyers shall, in accordance with the securities law of the people's Republic of China and the rules for the preparation and reporting of information disclosure by public securities companies No. 12 - legal opinions
