5-1-1 King & Wood Mallesons Law Firm's Legal Opinion on Weichai Power Co., Ltd.'s Stock Swap Absorption Merger with Xianghuoju Automobile Group Co., Ltd. and Initial Public Offering of A Shares
To: Weichai Power Co., Ltd.
Beijing King & Wood Mallesons Law Firm ("King & Wood" or "the Firm") has been entrusted by Weichai Power Co., Ltd. ("Weichai Power," "the Merging Party," or "the Issuer") to act as legal advisor for the absorption merger of Xianghuoju Automobile Group Co., Ltd. ("Xianghuoju," "the Merged Party") ("this Merger") and the initial public offering of domestic listed shares (A Shares) by Weichai Power ("this Issuance") and its listing. In accordance with the provisions of the Company Law of the People's Republic of China ("the Company Law"), the Securities Law of the People's Republic of China ("the Securities Law"), and the Administrative Measures for Initial Public Offerings and Listings ("the Administrative Measures"), as well as other relevant laws, regulations, and normative documents, and based on the recognized business standards, ethical norms, and diligent spirit of the legal profession, this legal opinion is issued.
To issue this legal opinion, the Firm and the handling lawyers have conducted a review of the relevant facts and legal matters concerning this Merger and this Issuance in accordance with the current laws, administrative regulations, departmental rules, and normative documents of the People's Republic of China ("China," for the purposes of this legal opinion, does not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan) and the entrusted contract signed with Weichai Power. The Firm and the handling lawyers have reviewed the necessary documents, including the approval documents from relevant government departments, records, materials, and certificates, and have made necessary inquiries and discussions with the senior management of Weichai Power and Xianghuoju (collectively referred to as "the Merging Parties") regarding matters related to this Merger and this Issuance.
This legal opinion is based on facts that have occurred or existed prior to the date of issuance of this legal opinion and the current laws, regulations, and relevant provisions of the China Securities Regulatory Commission ("CSRC").
5-1-2 The Firm only expresses opinions on legal issues related to this Merger and this Issuance and does not express opinions on professional matters such as accounting, auditing, and asset evaluation. References to certain data and conclusions in this legal opinion and the lawyer's work report regarding accounting reports, audit reports, and asset evaluation reports do not imply any express or implied guarantee of the truthfulness and accuracy of these data and conclusions by the Firm. The Firm does not have the appropriate qualifications to verify and evaluate such data. The issuance of this legal opinion has been assured by the Merging Parties as follows: 1. The Merging Parties have provided the original written materials, copies, confirmation letters, or certificates required by the Firm for issuing this legal opinion. 2. The documents and materials provided by the Merging Parties to the Firm are true, accurate, complete, and valid, with no concealment, falsehood, or material omissions, and if the documents are copies or reproductions, they are consistent and in agreement with the originals. For facts that are crucial to this legal opinion but cannot be supported by independent evidence, the Firm relies on the certificates issued by relevant government departments, the Merging Parties, or other relevant units. The Firm and the handling lawyers have strictly fulfilled their statutory duties, adhered to the principles of diligence and good faith, and conducted sufficient verification of the legality, compliance, truthfulness, and validity of the actions of the Merging Parties and the application for this Merger and this Issuance, ensuring that this legal opinion and the lawyer's work report do not contain false records, misleading statements, or material omissions. The Firm and the handling lawyers agree to submit this legal opinion and the lawyer's work report as necessary legal documents for this Merger and this Issuance, along with other application materials, to the CSRC for review, and shall bear corresponding legal responsibilities for the legal opinions issued.