Legal Opinion
To: New Hope Liuhe Co., Ltd.
Beijing Zhong Lun Law Firm (Chengdu) (hereinafter referred to as "the Firm") has been retained by New Hope Liuhe Co., Ltd. (hereinafter referred to as "New Hope" or "the Company," "the Issuer") to provide this legal opinion regarding the repurchase of convertible corporate bonds issued by the Company. This opinion is based on the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Convertible Corporate Bonds" (hereinafter referred to as the "Measures"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 15 - Convertible Corporate Bonds" (hereinafter referred to as the "Supervision Guidelines"), and other relevant laws, regulations, and normative documents, as well as the business rules of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") and the provisions of the "Prospectus for the Public Offering of Convertible Corporate Bonds by New Hope Liuhe Co., Ltd." (hereinafter referred to as the "Prospectus").
The Firm's lawyers hereby make the following declarations:
This legal opinion is issued based on facts that have occurred or existed prior to the issuance date of this legal opinion and the currently effective laws, administrative regulations, and normative documents of China. It is based on the Firm's lawyers' understanding of such laws, administrative regulations, and normative documents. It does not predict any changes in relevant laws, regulations, and policies, nor will it provide any opinions or suggestions based on such predictions.
The Firm's lawyers have received assurances from the Company that it has provided all true and complete original written materials, duplicate materials, or oral statements that the Firm's lawyers deem necessary for issuing this legal opinion. The signatures and/or seals on the relevant materials are authentic, and the necessary legal procedures and authorizations for such signatures and seals have been fulfilled. The relevant duplicate materials or copies are consistent with the original materials or originals. The documents and materials provided by the Company are true, accurate, complete, and effective, without any concealment, falsification, misrepresentation, or material omission. If there are any issues regarding the truthfulness, accuracy, completeness, or legality of the aforementioned materials and information, it may lead to a discrepancy between the facts on which this legal opinion is based and the actual situation. The Firm reserves the right to amend the conclusions related to this legal opinion.
The Firm hereby expresses its legal opinion solely on matters related to the repurchase of convertible bonds in mainland China (as specified in this legal opinion). The Firm and its handling lawyers do not possess the qualifications to provide professional opinions on financial, accounting, auditing, appraisal, investment decision-making, or overseas matters. Based on the principle of professional division of labor and due diligence, the Firm's lawyers have exercised the special due diligence obligations of securities legal professionals for domestic legal matters and the general diligence obligations of ordinary persons for non-legal matters such as finance, accounting, appraisal, etc. Regarding matters involving finance, accounting, auditing, appraisal, investment decisions, etc., the Firm's lawyers have conducted necessary investigations and reviews in accordance with relevant regulations, forming reasonable reliance, and have quoted directly from the professional documents issued by the sponsor and other securities service institutions and/or the Company's statements. Regarding matters involving foreign laws or other overseas issues, the Firm's lawyers have also strictly quoted from the professional documents issued by relevant intermediary institutions and/or the Company's statements. These quotations do not imply any express or implied guarantee by the Firm and its lawyers regarding the truthfulness and accuracy of the quoted content, as the Firm and its lawyers do not have the qualification to verify and make judgments on such content.