Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (II)
November, 2001
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
interpretation...... 4. Matters declared by the exchange 4 text five
1、 Normative question 1 of the feedback five
2、 Normative question 2 of the feedback thirteen
3、 Normative question 3 of the feedback thirty-two
4、 Normative question 4 of the feedback thirty-six
5、 Normative question 5 of the feedback fifty-four
6、 Normative question 6 of the feedback fifty-nine
7、 Normative question 7 of the feedback sixty-four
8、 Normative question 8 of the feedback sixty-five
9、 Normative question 9 of the feedback seventy-one
10、 Normative question 10 of the feedback seventy-two
11、 Normative question 11 of the feedback seventy-three
12、 Normative question 13 of the feedback seventy-seven
13、 Normative question 14 of the feedback eighty-five
14、 Normative question 15 of the feedback eighty-six
15、 Normative question 16 of the feedback eighty-seven
16、 Normative question 17 of the feedback ninety-six
17、 Normative question 18 of the feedback one hundred
18、 Normative question 19 of the feedback one hundred and eight
19、 Normative question 20 of the feedback one hundred and ten
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
Initial public offering and listing
Supplementary legal opinion (II)
To: runbei Aviation Technology Co., Ltd
Beijing Zhonglun law firm (hereinafter referred to as "the firm") has accepted the entrustment of 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 listing").
The exchange has issued the legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (hereinafter referred to as the "original legal opinion") for the issuer's issuance and listing The supplementary legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (hereinafter referred to as "supplementary legal opinion I") and the lawyer work report of Beijing Zhonglun law firm on issuing legal opinion for the initial public offering and listing of runbei Aviation Technology Co., Ltd. (hereinafter referred to as "lawyer work report").
In accordance with the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 211638) (hereinafter referred to as the "feedback") issued by the China Securities Regulatory Commission on September 6, 2021, the exchange hereby issues the following supplementary legal opinions on the matters related to the feedback:
interpretation
Unless otherwise specified, the terms, names and abbreviations used in this legal opinion have the same meanings as those in the original legal opinion, lawyer work report and supplementary legal opinion I issued by this office. In this legal opinion, if there are differences in the mantissa between the total and the sum of the sub items, these differences are caused by rounding.
Matters declared by the exchange
The statements and commitments made in the original legal opinion, lawyer work report and supplementary legal opinion I of the exchange are applicable to this legal opinion.
text
1、 Normative question 1 of the feedback
The sponsor and the lawyer of the issuer are requested to check: (1) whether all affiliated enterprises directly or indirectly controlled by the controlling shareholders, actual controllers and their immediate family members and other close relatives of the issuer have been carefully checked and fully disclosed when it is determined that there is no horizontal competition; (2) The actual business operations of the above-mentioned enterprises indicate whether they judge the horizontal competition simply according to the business scope, and whether they are only determined according to the differences of business regions, subdivided products and subdivided markets, which does not constitute horizontal competition; (3) Whether the historical evolution, assets, personnel, business and technology of the above-mentioned enterprises and the relationship with the issuer, and whether the procurement and sales channels, customers, suppliers and other aspects affect the independence of the issuer.
(I) verification reply
1. When it is determined that there is no horizontal competition relationship, whether all affiliated enterprises directly or indirectly controlled by the controlling shareholders, actual controllers and their immediate family members and other close relatives of the issuer have been carefully verified and fully disclosed.
As of the date of issuance of this legal opinion, in addition to the issuer and its subsidiaries, the enterprises directly or indirectly controlled by the controlling shareholders, actual controllers and their immediate family members and other close relatives of the issuer are as follows:
The difference between the name control of the main enterprise of the order and runbei aviation number and the actual business operation, does it constitute business competition
The issuer controls the equity investment management of Liu Junfeng and Zhang Qizhi, which are different businesses. Jialun investment, a shareholder, and Liu Yulun, a total of the actual controller, constitute a platform for 100.00% equity of Beihang airlines
Shenzhen Yuzhi Liu Junfeng holding
2feng industrial development is 75.00%, and Liu Yulun has no actual operation-
25.00% of shares held by the company
Hong Kong and Lu Ming Zhang Qizhi holding
3. 100.00% of the issuer's actual international trade has no actual operation-
Controller Liu Jun Co., Ltd
4. Zhang Qizhi Hong Kong Jiacai has an investment holding platform held by Liu Junfeng, with few different businesses. It is less than 100.00% of the volume of red wine purchased and sold by Liu Yulun Control Co., Ltd., which constitutes a horizontal competition
Hong Kong jiaruixin Liu Junfeng, an enterprise made by Hong Kong jiaruixin, holds a stake in the investment holding platform. There are few different businesses and no 5 Investment Co., Ltd. 70.00% of the red wine purchase and sales constitute the Department of horizontal competition
6. Shenzhen jiaruixin Hong Kong jiaruixin investment has no actual operation-
Industrial Development Co., Ltd
The difference between the name control of the main enterprise of the order and runbei aviation number and the actual business operation, does it constitute business competition
Limited company 100.00%
Hong Kong jiaruixin Investment Co., Ltd
Chengdu Yucheng Co., Ltd. and Shenzhen
7. Electronic technology has the development of jiaruixin industry, but there is no actual operation-
Total holdings of limited companies
100.00% of shares
The business of Runcai Industry Hong Kong Jiacai Co., Ltd. is different. No 8 (Shanghai) company holds 100.00% of the house leasing, which constitutes a horizontal competition Co., Ltd
9. The children of Liu Junfeng of Kobe Co., Ltd. have no actual business-
Company shares 100.00%
10. Eileen Development Co., Ltd. has no actual operation-
Limited company shares 100%
Issuer's actual Irene redact
11 research on the direct son of the controller (shenailin Development Co., Ltd. has no actual operation-
100.00% of shares held by relatives control (Shenzhen) Co., Ltd
Enterprise division
Shenzhen Tongji Ailin Lidian Electronic Research Institute
12. The house leasing business of Industrial Co., Ltd. (Shenzhen) Co., Ltd. is different, and the shareholding of the company does not constitute a horizontal competition of 100.00%
13. The brother of hang on Shing Liu Junfeng in Hong Kong has no actual business-
Limited company shares 100%
Shenzhen Jinghu Hong Kong hengansheng Co., Ltd
14. The actual controller of industrial development has shares held by the company but no actual operation-
Close relative control Co., Ltd. 100.00%
Owned by the sister of Shenzhen borunfeng Liu Junfeng
15. The public shares of Trading Co., Ltd. are 40.00%, which has no actual business relationship with Liu-
Sister Si Junfeng
