Legal Opinion from Grandall Law Firm (Shanghai) on Tianmao Industrial Group Co., Ltd.'s Voluntary Termination of Listing
To: Tianmao Industrial Group Co., Ltd.
Grandall Law Firm (Shanghai) (hereinafter referred to as "this firm") has been entrusted by Tianmao Industrial Group Co., Ltd. (hereinafter referred to as "Tianmao Group" or "the Company") to act as special legal counsel in the project of the Company's voluntary termination of listing. This firm issues this legal opinion regarding the Company's proposed voluntary withdrawal of its A-shares from trading on the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") by means of a shareholders' meeting resolution, and the subsequent application for transfer to the delisting section managed by the National Equities Exchange and Quotations (hereinafter referred to as "this voluntary termination of listing" or "this termination of listing").
Section 1: Introduction
The lawyers of this firm express legal opinions based on facts that have occurred or existed prior to the date of this legal opinion and relevant provisions of laws and regulations in China, and declare as follows:
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This firm and its lawyers have strictly fulfilled their statutory duties in accordance with the "Securities Law of the People's Republic of China," "Measures for the Administration of Securities Legal Services by Law Firms," and "Trial Measures for the Practice of Securities Legal Services by Law Firms," and have conducted sufficient verification to ensure that the facts stated in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, without any false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
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To issue this legal opinion, the lawyers of this firm have reviewed the relevant matters concerning this voluntary termination of listing and conducted necessary verification. The lawyers only express opinions on the legality of the Company's voluntary termination of listing and significant legal issues affecting this termination under domestic law, and do not express any opinions on accounting, auditing, asset evaluation, valuation, or other professional matters related to this termination.
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This firm and its lawyers do not have the appropriate qualifications to ascertain facts and express legal opinions on foreign legal matters.
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Tianmao Group confirms that the information and documents provided to this firm for this voluntary termination of listing, as well as the confirmations and statements made, are true, accurate, and complete. The Company commits that all materials provided to this firm by the securities service institution for this voluntary termination of listing are original written materials or copies that are true, accurate, and complete; the copies or reproductions are consistent with the original materials; all signatures and seals on the documents are genuine and have undergone the necessary legal procedures and obtained legal authorization; there are no false records, misleading statements, or significant omissions.
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For facts that are crucial to this legal opinion but cannot be independently supported by evidence, the lawyers rely on certificates issued by relevant government departments, the Company, or other relevant entities.
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The lawyers agree to use this legal opinion as a necessary legal document for this voluntary termination of listing, to be submitted along with other application materials, and are willing to bear corresponding legal responsibilities in accordance with the law.