Supplementary Legal Opinion (II) from Grandall Law Firm (Wuhan) on the Company's Initial Public Offering and Listing
Introduction
The lawyers of our firm express legal opinions based on facts that occurred or existed prior to the issuance date of this supplementary legal opinion and in accordance with current laws, regulations, and relevant provisions of the China Securities Regulatory Commission (CSRC) and Shenzhen Stock Exchange (SZSE). The following statements are made:
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Our firm and its lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Practice Guidelines, and the Practice Rules, adhering to the principles of diligence and good faith. We have conducted thorough verification to ensure that the facts recognized in the legal opinion are true, accurate, and complete, and that the conclusions drawn are lawful and accurate, without any false records, misleading statements, or significant omissions, and we bear corresponding legal responsibilities.
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The issuer guarantees that it has provided our lawyers with all necessary original written materials, copies, or oral testimonies that are true, complete, and valid for the issuance of this supplementary legal opinion.
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For facts that are crucial to this supplementary legal opinion but cannot be independently substantiated, our lawyers rely on certification documents issued by relevant government departments, the issuer, or other relevant entities, or on interview records.
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Our lawyers agree that the issuer may partially or wholly quote the contents of this supplementary legal opinion in its prospectus for this issuance and listing, as required by the SZSE, but the issuer must ensure that such quotations do not lead to legal ambiguities or misinterpretations.
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Our lawyers agree to submit this supplementary legal opinion as a necessary legal document for the issuer's issuance and listing, along with other application materials, and are willing to bear corresponding legal responsibilities.
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Our lawyers have not authorized any entity or individual to interpret or explain this supplementary legal opinion.
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This supplementary legal opinion is intended solely for the issuer's application for this issuance and may not be used for any other purpose.
Response to Feedback
Feedback Item 1: Regarding Divorce Property Division
One feedback item indicates that in December 2011, Chen Wei transferred her 71% equity in the company, corresponding to an investment of 8.52 million yuan, to Wang Songfeng as part of their divorce settlement. According to the voluntary divorce agreement signed by Chen Wei and Wang Songfeng, it was agreed that Wang Songfeng would pay Chen Wei a one-time payment of 3 million yuan, and Chen Wei would transfer the registered equity in Lide Limited to Wang Songfeng. The sponsor and issuer's lawyers are requested to explain the basis and reasonableness of recognizing this as a fair transfer and to provide clear opinions on whether there are disputes regarding the equity transfer and whether there are tax risks, along with the verification process and basis.
Response: The verification procedures performed by our lawyers are as follows:
- Obtained the voluntary divorce agreement signed by Wang Songfeng and Chen Wei.
- Reviewed the case materials and civil ruling of case number (2012) E Caidian Min Yi Chu Zi No. 00664.
- Obtained a commitment from Wang Songfeng, the controlling shareholder and actual controller of the issuer.
- Interviewed Wang Songfeng regarding the equity transfer of Lide Limited on December 7, 2011.
- Obtained relevant evidence of loans from Chen Wei to Lide Limited prior to December 7, 2012, as well as the audit report and details of other receivables as of June 30, 2015.