Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (I)
September, 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 6 I. approval and authorization of this issuance and listing 6 2. The issuer’s main qualification for issuing shares 6 III. substantive conditions for this offering and listing 6 IV. establishment of the issuer 12 v. independence of the issuer 12 VI. promoters or shareholders (traced back to the actual controller of the issuer) 13 VII. Share capital and evolution of the issuer VIII. Branches and holding subsidiaries of the issuer IX. business of the issuer 13 X. related party transactions and horizontal competition 15 Xi. Main property of the issuer 16 XII. Major creditor’s rights and debts of the issuer 19 XIII. Major asset changes and mergers and acquisitions of the issuer 20 XIV. Formulation and amendment of the articles of association of the issuer XV. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer XVI. Directors, supervisors and senior managers of the issuer and their changes twenty-one
17、 Issuer’s tax 21 XVIII. Environmental protection, product quality, technology and other standards of the issuer 22 XIX. Application of funds raised by the issuer 23 XX. Business development objectives of the issuer 23 21. Litigation, arbitration or administrative punishment 23. Evaluation of the legal risk of the issuer’s prospectus 23. Other issues that lawyers think need to be explained 24. General concluding comments on this offering and listing twenty-five
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Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (I)
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”).
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”) 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”).
Whereas the issuer has adjusted the audit base date of the financial report for this issuance and listing to June 30, 2021, the reporting period to 2018, 2019, 2020 and January to June 2021 (hereinafter referred to as the “reporting period”), and the end of the reporting period to June 30, 2021 (hereinafter referred to as the “end of the reporting period”), On August 31, 2021, Tianzhi International Certified Public Accountants (special general partnership) issued the audit report (tzyz [2021] No. 36693) (hereinafter referred to as the “audit report”), the control and assurance report of the Ministry of Tianzhi (hereinafter referred to as the “audit report”) and the audit report on the main tax types of runbei Hangkong Technology Co., Ltd. (hereinafter referred to as the “tax audit report”) with tzyz [2021] No. 366933, The exchange hereby issues a supplementary legal opinion (hereinafter referred to as “the legal opinion”) on the relevant matters involved in the adjustment of the issuer’s audit base date and the latest situation of the company, and supplements the relevant major matters involved in the company since the issuance of the original legal opinion and lawyer’s work report.
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 and lawyer work report issued by this office.
Matters declared by the exchange
1. The exchange promises to express legal opinions in accordance with the provisions of the No. 12 reporting rules, the facts that have occurred or exist before the issuance date of this legal opinion, the current laws and regulations of China and the relevant provisions of the CSRC.
2. The exchange promises that it has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the legality, compliance, authenticity and effectiveness of the issuer’s behavior and this issuance, so as to ensure that there are no false records, misleading statements and major omissions in the legal opinion and lawyer’s work report.
3. The exchange promises to take this legal opinion as the necessary legal document for the issuer to apply for public offering of shares, report it together with other materials, and is willing to bear corresponding legal liabilities.
4. The exchange promises to allow the issuer to quote some or all of the contents of the legal opinion in the prospectus by itself or in accordance with the examination requirements of the CSRC. However, when the issuer makes the above quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The lawyer shall review and confirm the contents of the relevant prospectus again. 5. Others:
(1) This legal opinion is based on the laws, administrative regulations, rules and normative documents in force in China or in force when the issuer’s acts and relevant facts occur or exist, and based on the lawyers’ understanding of such laws, administrative regulations, rules and normative documents.
(2) This legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, capital verification and audit, asset evaluation, investment decision-making and overseas legal matters. When this legal opinion involves financial accounting, capital verification and audit, asset evaluation, investment decision-making, overseas legal matters, etc., it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents, We and our lawyers are not qualified to verify and judge these contents.
(3) In the process of verification and verification, our lawyers have obtained the following guarantee from the issuer, that is, the issuer has provided the original written materials, duplicate materials or oral testimony that our lawyers believe are necessary for issuing legal opinions and lawyers’ work reports, the signatures and seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals. The documents and materials provided by the issuer are true, accurate, complete and effective without any concealment, falsehood and major omission.
(4) For the fact that it is very important to issue legal opinions and lawyers’ work reports and cannot be supported by independent evidence, our lawyers rely on the supporting documents issued or provided by relevant government departments and other public institutions as the basis for issuing legal opinions and lawyers’ work reports.
(5) The firm and its lawyers have not authorized any unit or individual to make any explanation or explanation on the legal opinion and lawyer’s work report of the firm.
(6) This legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose or purpose without the written consent of the exchange.
text
1、 Approval and authorization of this issuance and listing
After verification, since the issuance of the original legal opinion, the approval and authorization of the issuer’s issuance and listing have not changed, and the approval and authorization of the issuance and listing disclosed in the original legal opinion and lawyer’s work report of the bourse are still legal and valid.
2、 The issuer’s qualification to issue shares
After verification, since the issuance of the original legal opinion, the issuer’s subject qualification for issuing shares has not changed, and the issuer still exists effectively according to law and still has the subject qualification for issuance and listing.
3、 Substantive conditions for this offering and listing
Since the issuance of the initial public offering letter and the specific regulatory documents of the securities law, the issuer has still complied with the following laws and regulations:
(I) it meets the conditions for issuance and listing in the company law
After verification, the issuer complies with the general provisions of the company law on “share issuance”.
(II) it meets the conditions for issuance and listing under the securities law
1. After verification, the issuer has hired a securities company with recommendation qualification as the sponsor, which is in line with the provisions of Article 10 of the securities law.
2. After verifying the articles of association and the meeting materials of the general meeting of shareholders, the board of directors and the board of supervisors, reviewing the audit report and the certificate issued by the competent government department of the issuer, the issuer meets the following conditions and meets the provisions of items (I) to (IV) of Article 12 of the Securities Law:
(1) Have a sound and well functioning organization;
(2) The net profits of 2018, 2019, 2020 and January to June 2021 (calculated by the lower of the net profits attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in the consolidated statement data) were 864742 million yuan, 777654 million yuan, 92.953 million yuan and 536989 million yuan respectively. The issuer has sustainable profitability;
(3) The financial and accounting reports of the last three years have been issued with unqualified audit reports;
(4) The issuer and its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy in the past three years.
(III) meet the conditions for issuance and listing in the measures for the administration of initial public offering
1. Subject qualification
As stated in “II. The issuer’s main qualification for issuing shares” in the “body” of this legal opinion, the bourse believes that the issuer has the main qualification for issuing and listing, and complies with the provisions of Articles 8 to 13 of the measures for the administration of initial public offering.
2. Standardized operation
(1) After checking the issuer’s industrial and commercial registration files, the articles of association, the draft articles of association and other system documents, and reviewing the documents of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors, the issuer has established and improved the system of general meeting of shareholders, the board of directors, the board of supervisors, independent directors and the Secretary of the board of directors according to law, and the relevant institutions and personnel can perform their duties according to law, which is in line with the provisions of Article 14 of the measures for the administration of initial public offering.
(2) Guosen Securities Co.Ltd(002736) organized the guidance and training for the directors, supervisors and senior managers of the issuer. According to the statements made by these personnel respectively, they have understood the laws and regulations related to stock issuance and listing, and the legal obligations and responsibilities of the listed company and its directors, supervisors and senior managers, which are in line with the provisions of Article 15 of the measures for the administration of initial public offering.
(3) After checking the identity information and certificate of no criminal record of relevant natural persons, searching the public information of websites such as China judicial documents network, China executive information disclosure network and China Securities Regulatory Commission, reviewing the meeting documents of the issuer’s general meeting, board of directors, board of supervisors and employee congress, and confirming with the issuer’s directors, supervisors and senior managers that the issuer’s directors, supervisors and senior managers comply with the law The qualifications stipulated in administrative regulations and rules, and there are no following circumstances, which comply with the provisions of Article 16 of the measures for the administration of initial public offering: ① the measures taken by the CSRC to prohibit entry into the securities market are still in the prohibition period;
② Administrative punishment by the CSRC in the last 36 months, or public condemnation by the stock exchange in the last 12 months;
③ The case has been filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion.
(4) According to the internal control assurance report and confirmed with the head of the financial department of the issuer and the handling personnel of the accounting firm employed by the issuer, based on the understanding and judgment of the lawyers of the firm as non-financial professionals, the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the reliability of the financial report and the safety of production and operation
