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Address: 11th and 12th Floors, Shanghai Tower, 501 Yincheng Middle Road, Pudong New Area, Shanghai
Telephone: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Table of Contents
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Declarations
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Main Body
I. Main Content of the Transaction Plan
II. Approvals and Authorizations for the Transaction
III. Delivery and Transfer of Target Assets
IV. Subsequent Matters Related to the Transaction
V. Conclusion
To: Guangzhou Ruili Kemi Auto Electronics Co., Ltd.
AllBright Law Offices (hereinafter referred to as "this Firm" or "AllBright") was engaged by Guangzhou Ruili Kemi Auto Electronics Co., Ltd. (hereinafter referred to as "Ruili Kemi," the "Listed Company," or the "Company") to serve as the special legal counsel for its issuance of shares to acquire assets and related party transactions. We have previously issued the "Legal Opinion of AllBright Law Offices on the Issuance of Shares for Asset Acquisition and Related Party Transactions of Guangzhou Ruili Kemi Auto Electronics Co., Ltd." (hereinafter referred to as the "Legal Opinion"), as well as the first and second supplemental legal opinions.
Given that the Company has received the "Approval on the Registration of Guangzhou Ruili Kemi Auto Electronics Co., Ltd.'s Issuance of Shares for Asset Acquisition" (Zheng Jian Xu Ke [2026] No. 1575) from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), which approves the registration application for this transaction, we have conducted an inspection of the transfer of the target assets and, on this basis, issue this "Legal Opinion of AllBright Law Offices on the Transfer of Target Assets for the Issuance of Shares for Asset Acquisition and Related Party Transactions of Guangzhou Ruili Kemi Auto Electronics Co., Ltd." (hereinafter referred to as "this Legal Opinion").
Declarations
I. This Firm and its attorneys have strictly performed their statutory duties in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), and have followed the principles of diligence, responsibility, and good faith. We have conducted sufficient verification to ensure that the facts recognized in this Legal Opinion are true, accurate, and complete, and that our conclusions are legal and accurate, free from false records, misleading statements, or major omissions.
II. This Legal Opinion expresses legal views only on facts that have occurred or existed prior to the date of issuance and are related to this transaction. It does not express opinions on professional matters such as accounting, auditing, asset valuation, or investment decisions.
III. Our understanding and judgment of the facts involved in this Legal Opinion rely on the documents, materials, and statements provided by the transaction parties. The client and relevant transaction parties have guaranteed the authenticity, completeness, and accuracy of the materials provided. For documents that are copies, we have verified them against the originals. For facts that cannot be supported by independent evidence, we have relied on certificates issued by relevant government departments, the Listed Company, or other units.