Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (IV)
March, 2002
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 5 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 13 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 14 X. related party transactions and horizontal competition 17 Xi. Main property of the issuer 19 XII. Major creditor's rights and debts of the issuer 21 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-five
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 28 XX. Business development objectives of the issuer 28. Litigation, arbitration or administrative punishment 28. Evaluation of the legal risk of the issuer's prospectus 29. Other issues that lawyers think need to be explained 29. General concluding comments on this offering and listing thirty-one
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Beijing Zhonglun law firm
About runbei Aviation Technology Co., Ltd
Initial public offering and listing
Supplementary legal opinion (IV)
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. and the supplementary legal opinion (I) 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)") The supplementary legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (II), the supplementary legal opinion of Beijing Zhonglun law firm on the initial public offering and listing of runbei Aviation Technology Co., Ltd. (III) (hereinafter collectively referred to as the "original legal opinion") and Lawyer work report of Beijing Zhonglun law firm on issuing legal opinions for the initial public offering and listing of runbei Aviation Technology Co., Ltd. (hereinafter referred to as "lawyer work report").
Whereas the issuer adjusted the audit base date of the financial report of this issuance and listing to December 2021
On March 31, the reporting period was adjusted accordingly to 2019, 2020 and 2021 (hereinafter referred to as "the reporting period"), and the end of the reporting period was adjusted accordingly to December 31, 2021 (hereinafter referred to as "the end of the reporting period"). Tianzhi International Certified Public Accountants (special general partnership) issued the audit report no. tzz [2022] 3449 (hereinafter referred to as "the audit report") on March 10, 2022 Tianshiye Zi [2022] No. 3449-1 internal control assurance report of runbei Aviation Technology Co., Ltd. (hereinafter referred to as "internal control assurance report") Notes on the review and correction of professional tax errors of Beitian Technology Co., Ltd. (hereinafter referred to as "special accounting report of Beitian Technology Co., Ltd." [202492022 "), 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
The statements and commitments made in the original legal opinion and lawyer work report of the office are applicable to this legal opinion.
text
1、 Approval and authorization of this issuance and listing
After verification, since the issuance of the supplementary legal opinion (I), the approval and authorization of the issuer for this issuance and listing have not changed, and the approval and authorization for this issuance and listing disclosed in the original legal opinion and lawyer 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 supplementary legal opinion (I), 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
According to the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of initial public offering, the issuer has still met the conditions for issuance and listing since the issuance of the supplementary legal opinion (I), as follows:
(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 2019, 2020 and 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) are 777654 million yuan, 665942 million yuan and 1016014 million yuan respectively, and 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.
1. Based on the principle of prudence, the company's board of directors passed a resolution to correct the provision for bad debts of HNA technology accounts receivable in 2020, resulting in the adjustment of the company's net profit in 2020 (calculated by the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in the consolidated statement data, the same below) to 665942 million yuan, The net profit confirmed in the audit report (jtzz [2021] No. 11802) was 92.953 million yuan, with a decrease of 263588 million yuan (see "XXIII. Other issues that lawyers think need to be explained" in the "body" of this supplementary legal opinion for details).
(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 issuer's financial department and the handling personnel of the accounting firm hired 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, the legitimacy of production and operation, and the efficiency and effect of operation, Comply with the provisions of Article 17 of the measures for the administration of initial public offering. (5) After checking the certificates issued by relevant competent government departments, the documents of relevant shareholders' meetings and board meetings of the issuer, searching the public information of China judicial document website, China executive information disclosure website, China Securities Regulatory Commission and other websites, and confirming with the issuer that the issuer does not have the following circumstances and complies with the provisions of Article 18 of the measures for the administration of initial public offering:
① Having publicly or publicly issued securities in a disguised form without the approval of the statutory authority within the last 36 months; Or although the relevant illegal act occurred 36 months ago, it is still in a continuous state;
② Violation of industry and commerce, taxation, land, environmental protection, customs and other laws and administrative regulations within the last 36 months, and the circumstances are serious;
③ Application for issuance has been submitted to the CSRC within the last 36 months, but there are false records, misleading statements or major omissions in the submitted issuance application documents; Or failing to meet the conditions for issuance and defrauding the issuance approval by deception; Or interfere with the examination work of the CSRC and its issuance examination committee by improper means; Or forging or altering the signatures and seals of the issuer or its directors, supervisors and senior managers;
④ There are false records, misleading statements or major omissions in the issuance application documents submitted this time;
⑤ The suspected crime has been filed for investigation by the judicial organ, and there is no clear conclusion;
⑥ Other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests.
(6) After reviewing the audit report, verify the articles of association, the draft articles of association and the bank credit records of the issuer
