Beijing Jia Yuan Law Offices
To: TCL Technology Group Corporation
Regarding TCL Technology Group Corporation's issuance of shares and cash payment for asset acquisition and the supplementary legal opinion (II).
Dear Sir/Madam:
TCL Technology Group Corporation (hereinafter referred to as "TCL" or "the Company") has commissioned our firm to provide a legal opinion regarding the issuance of shares and cash payment for asset acquisition. This opinion is based on the legal framework and relevant regulations.
The legal opinion is as follows:
First Part: Response to Legal Inquiry
1. Inquiry on Transaction Plan
The application indicates: (1) This transaction involves the issuance of shares and cash payment, and the company plans to issue shares to acquire 45% of the equity of TCL Huaxing Optoelectronics Technology Co., Ltd. (hereinafter referred to as "TCL Huaxing"). (2) The company has passed the resolution to issue shares to acquire the equity of TCL Huaxing, which is 55% of the equity. The company plans to issue shares to acquire the equity of TCL Huaxing and raise supporting funds.
| Item | Description |
|---|---|
| 1 | The transaction involves issuing shares and cash payment. |
| 2 | The company plans to acquire 45% of TCL Huaxing's equity. |
| 3 | The company has passed the resolution for the transaction. |
Please note that the legal opinion provided herein is based on the information and documents submitted by TCL. The opinion is intended to ensure compliance with relevant laws and regulations.
2. Relationship between the transaction and the controlling shareholder
(1) Relationship between the parties to the transaction and the controlling shareholder
According to the information provided by the company, there are no relationships between the parties to this transaction and the controlling shareholder. The company has no agreements or arrangements with any parties involved in this transaction that would lead to a conflict of interest.
(2) Shareholding structure before and after the transaction
The shareholding structure before and after the transaction is as follows: