Beijing Jin Du (Qingdao) Law Firm
Legal Opinion on the "Acquisition Report of Chengzhi Co., Ltd."
To: Qingdao Dongjiakou Development Group Co., Ltd.
Beijing Jin Du (Qingdao) Law Firm (hereinafter referred to as "this Firm") has been entrusted by Qingdao Dongjiakou Development Group Co., Ltd. (hereinafter referred to as "Dongjiakou Group" or "the Acquirer") to act as the special legal advisor for the matter concerning the transfer of all the property rights held by Qingdao West Coast New Area Ocean Holding Group Co., Ltd. to Dongjiakou Group without compensation, thereby enabling Dongjiakou Group to indirectly hold 374,650,564 shares of Chengzhi Co., Ltd. (hereinafter referred to as "Chengzhi" or "the Listed Company") through Chengzhi Kerun Holdings Co., Ltd., which accounts for 30.83% of the total share capital of the Listed Company, and to become the indirect controlling shareholder of the Listed Company (hereinafter referred to as "this Acquisition").
This Firm has issued this legal opinion based on the relevant provisions of the "Securities Law of the People's Republic of China," "Company Law of the People's Republic of China," "Measures for the Administration of the Acquisition of Listed Companies," "Guidelines No. 16 on the Content and Format of Information Disclosure by Companies Issuing Securities to the Public—Acquisition Report of Listed Companies," and "Measures for the Administration of Securities Legal Services by Law Firms," as well as the "Practice Rules for Securities Legal Services by Law Firms (Trial)," and other effective laws, administrative regulations, rules, and normative documents within the territory of the People's Republic of China (hereinafter referred to as "within China" for the purposes of this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Province).
This Firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the aforementioned laws and regulations, adhered to the principles of diligence and good faith, conducted thorough verification of the facts related to this Acquisition, and ensured that the facts recognized in this legal opinion are true, accurate, and complete, and that the opinions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
To issue this legal opinion, this Firm and the handling lawyers reviewed the documents provided by the Acquirer related to this Acquisition, including relevant records, materials, and certificates, and verified the relevant facts and legal matters involved in this Acquisition. The Acquirer has assured this Firm that it has disclosed all facts that could affect the issuance of this legal opinion and has provided the original written materials, copies, and commitments or certificates required by this Firm for the issuance of this legal opinion, with no concealment, false statements, or significant omissions; the documents and materials provided by the Acquirer to this Firm are true, accurate, complete, and valid, and if the documents are copies or photocopies, they are consistent and in agreement with the originals.
In this legal opinion, this Firm only expresses opinions on legal issues related to this Acquisition and does not provide opinions on non-legal professional matters such as accounting and auditing. When quoting certain data and conclusions from professional reports such as accounting reports and audit reports in this legal opinion, necessary due diligence has been performed; however, such quotations do not constitute any express or implied guarantee by this Firm regarding the truthfulness and accuracy of these data and conclusions. For facts that are crucial for issuing this legal opinion but cannot be supported by independent evidence, this Firm relies on explanations or certificates issued by relevant government departments, the Acquirer, or other relevant entities to express legal opinions.