Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Legal opinion
June, 2001
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
catalogue
interpretation…… 5. Matters declared by the exchange 7 text 9 I. approval and authorization of this issuance and listing 9 II. The issuer’s qualification as the subject of issuing shares 9 III. substantive conditions for this offering and listing IV. establishment of the issuer 15 v. independence of the issuer 15 VI. promoters or shareholders (traced back to the actual controller of the issuer) 17 VII. Share capital and evolution of the issuer 18 VIII. Branches and holding subsidiaries of the issuer 18 IX. business of the issuer 19 X. related party transactions and horizontal competition 20 Xi. Main property of the issuer 24 XII. Major creditor’s rights and debts of the issuer 24 XIII. Major asset changes and mergers and acquisitions of the issuer 25 XIV. Formulation and amendment of the articles of association of the issuer 25 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 25 XVI. Directors, supervisors and senior managers of the issuer and their changes twenty-six
17、 Issuer’s tax 26 XVIII. Environmental protection, product quality, technology and other standards of the issuer 27 XIX. Application of funds raised by the issuer 27 XX. Business development objectives of the issuer 27 21. Litigation, arbitration or administrative punishment 27. Evaluation of the legal risk of the issuer’s prospectus 28. Other issues that lawyers think need to be explained 28. General concluding comments on this offering and listing twenty-nine
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Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Legal opinion
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, Issue legal opinions for the issuer’s issuance and listing in accordance with the business standards, ethics and diligence recognized by the lawyer industry.
interpretation
In this legal opinion, the following words have the following meanings unless the context otherwise requires.
The company, the issuer or runbei Aviation Technology Co., Ltd., formerly known as Shenzhen runbei Aviation Technology Co., Ltd., or, according to the context, its predecessor Shenzhen runbei Chemical Co., Ltd
Runbei Co., Ltd. refers to Shenzhen runbei Chemical Co., Ltd., which is the predecessor of the issuer
Jialun investment refers to Shenzhen Jialun Investment Development Co., Ltd
Aviation alliance refers to Shenzhen aviation alliance limited partnership (limited partnership)
Feiyu alliance refers to Shenzhen Feiyu alliance enterprise (limited partnership), formerly known as Shenzhen Pegasus alliance enterprise (limited partnership)
Runhe new material refers to Guangdong Runhe New Material Technology Co., Ltd., which is a wholly-owned subsidiary of the issuer
Shenzhen Hangxin refers to Shenzhen Hangxin Technology Co., Ltd., a wholly-owned subsidiary of the issuer
Runbei new material refers to Shenzhen runbei aviation new material engineering technology research Co., Ltd., which is the holding subsidiary of the issuer
Haikou runbei refers to runbei Aviation Technology (Haikou) Co., Ltd., which is a wholly-owned subsidiary of the issuer
Hong Kong Runhang refers to run hang (Hong Kong) Limited, an overseas wholly-owned subsidiary of the issuer
Hong Kong runbei refers to lubair aviation HK Co., limited, an overseas wholly-owned subsidiary of Hong Kong runbei airlines
United States runbei refers to lubairaviation Co., Inc, which is an overseas wholly-owned subsidiary of Hong Kong runbei
The articles of association refers to the articles of association of runbei Aviation Technology Co., Ltd
The draft articles of association refers to the articles of Association (Draft) of runbei Aviation Technology Co., Ltd., which is applicable after the issuer’s listing
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The measures for the administration of initial public offering refers to the measures for the administration of initial public offering and listing
No. 12 compilation and reporting rules refers to No. 12 compilation and reporting rules for information disclosure of public securities companies – legal opinions and lawyers’ work reports on public securities issuance
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
The reporting period refers to 2018, 2019 and 2020
The beginning of the reporting period refers to January 1, 2018
The end of the reporting period refers to December 31, 2020
Administration for Industry and commerce refers to the Administration for Industry and commerce or the market supervision administration
CSRC refers to the China Securities Regulatory Commission
Guosen Securities Co.Ltd(002736) refers to Guosen Securities Co.Ltd(002736) , the sponsor and lead underwriter of this offering
Tianzhi international refers to Tianzhi International Certified Public Accountants (special general partnership), the audit institution of this offering
This office and Zhonglun refer to Beijing Zhonglun law firm, the lawyer of the issuer of this offering
Walkson refers to walkson (Beijing) International Assets Appraisal Co., Ltd
Legal opinion refers to the legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. issued by the exchange for this offering
The lawyer’s work report of Beijing Zhonglun law firm on issuing legal opinions for the initial public offering and listing of runbeihang Technology Co., Ltd. issued by the exchange for this offering
Prospectus (declaration draft) refers to the prospectus for initial public offering of shares by runbei Aviation Technology Co., Ltd. (declaration draft)
The audit report refers to the audit report of runbei Aviation Technology Co., Ltd. (tzyz [2021] No. 11802) issued by Tianzhi international for this issuance
Internal control assurance report refers to the internal control assurance report of runbei Aviation Technology Co., Ltd. (tzyz [2021] No. 118021) issued by Tianzhi international for this issuance
Tax audit report refers to the audit report on the main tax types of runbei Aviation Technology Co., Ltd. (tzyz [2021] No. 118023) issued by Tianzhi international for this issuance
Yuan refers to the legal tender of China, RMB yuan
Credit code refers to the unified social credit code
This issuance or refers to the issuer’s application for IPO and listing of no more than 20 million RMB ordinary shares (A shares)
Note: in this legal opinion, if there are differences in the mantissa between the total and the sum of the sub items, these differences are due to rounding.
Matters declared by the exchange
1. The exchange promises to express legal opinions in accordance with the provisions of the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance, the facts that have occurred or exist before the date of issuance 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 bourse agrees that the issuer may quote some or all of the contents of this legal opinion in the prospectus prepared for this issuance and listing or in accordance with the examination requirements of the CSRC and Shenzhen Stock Exchange, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
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) Our lawyers have obtained the following assurance from the issuer during the verification process, that is, the issuer has
