To: Sichuan Dadi Industrial Group Co., Ltd.
Beijing King & Wood Mallesons (hereinafter referred to as "this firm") has been entrusted by Sichuan Dadi Industrial Group Co., Ltd. (hereinafter referred to as "Dadi Group") to provide legal opinions regarding the acquisition of Chuangzhi Information Technology Co., Ltd. (hereinafter referred to as "this acquisition") by Dadi Group and Chengdu Taiwei Investment Management Co., Ltd. (hereinafter referred to as "Chengdu Taiwei") as concerted actors, in accordance with the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Acquisition of Listed Companies, and the Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities No. 16—Acquisition Report of Listed Companies (hereinafter referred to as "laws and regulations").
In order to issue this legal opinion letter, this firm and the handling lawyers have reviewed the necessary documents, including the approval documents, records, materials, and certificates provided by Dadi Group and its concerted actors, and have conducted necessary inquiries and discussions with Dadi Group, Chengdu Taiwei, and their senior management regarding the matters related to this acquisition. This firm expresses legal opinions based on facts that have occurred or existed prior to the date of this legal opinion letter and the relevant provisions of current Chinese laws and regulations, without addressing any legal issues outside of China.
This firm and the handling lawyers only express opinions on legal issues related to this acquisition and do not provide opinions on accounting, auditing, or asset evaluation matters. The references to certain data and conclusions in the financial reports, audit reports, and asset evaluation reports in this legal opinion letter do not imply any express or implied guarantee of the truthfulness and accuracy of these data and conclusions by this firm and the handling lawyers.
The issuance of this legal opinion letter has been assured by Dadi Group and Chengdu Taiwei as follows:
- Dadi Group and Chengdu Taiwei have provided this firm with the original written materials, copies, confirmation letters, or certificates required for the issuance of this legal opinion letter;
- The documents and materials provided by Dadi Group and Chengdu Taiwei to this firm are true, accurate, complete, and valid, with no concealment, omissions, falsehoods, or misleading information, and the copies or photocopies are consistent with the originals.
For facts that are crucial to this legal opinion letter but cannot be independently supported by evidence, this firm relies on the certification documents issued by Dadi Group, Chengdu Taiwei, or other relevant entities to express legal opinions. This legal opinion letter is only for the purpose of use by Dadi Group and Chengdu Taiwei for this acquisition and shall not be used for any other purpose. This firm agrees to submit this legal opinion letter as a statutory document necessary for this acquisition to the China Securities Regulatory Commission along with other materials and shall bear corresponding responsibilities for the legal opinions issued.