Legal Opinion from Beijing Hairun Tianrui Law Firm on the Repurchase and Cancellation of Restricted Stocks by Guojijinggong
To: Guojijinggong Group Co., Ltd.
According to the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Management Measures for Equity Incentives of Listed Companies issued by the China Securities Regulatory Commission (hereinafter referred to as "Management Measures"), and the Guidelines for Central Enterprises Holding Listed Companies to Implement Equity Incentives (Guo Zi Kao Fen [2020] No. 178) (hereinafter referred to as "Guidelines"), as well as the Articles of Association of Guojijinggong Group Co., Ltd. (hereinafter referred to as "Articles of Association") and the Restricted Stock Incentive Plan of Guojijinggong Co., Ltd. (Draft Revised in 2022) (hereinafter referred to as "Incentive Plan"), Beijing Hairun Tianrui Law Firm (hereinafter referred to as "this Firm") has been entrusted by Guojijinggong Group Co., Ltd. (hereinafter referred to as "Company") to issue this legal opinion regarding the Company's third repurchase and cancellation of certain restricted stocks under the 2022 incentive plan (hereinafter referred to as "this incentive plan") and the adjustment of repurchase prices (hereinafter referred to as "this repurchase and cancellation").
To issue this legal opinion, this Firm has reviewed the documents provided by the Company related to this repurchase and cancellation, including relevant records, materials, and proofs, and has verified the relevant facts and legal matters involved in this repurchase and cancellation. The issuance of this legal opinion has received the following assurances from the Company:
- The Company has provided the original written materials, copies, confirmation letters, or proofs required by this Firm for issuing this legal opinion.
- The documents and materials provided by the Company to this Firm are true, accurate, complete, and valid, with no concealment, falsehood, or significant omissions, and if the documents are copies or reproductions, they are consistent with the originals.
This Firm only expresses opinions on legal issues related to the Company's repurchase and cancellation and does not comment on the reasonableness of the value of the stocks involved, assessment standards, or other non-legal professional matters. When quoting relevant financial data or conclusions in this legal opinion, this Firm has exercised necessary due diligence, but such quotations should not be regarded as any express or implied guarantee of the truthfulness and accuracy of these data and conclusions. For facts that are crucial to the issuance of this legal opinion but cannot be supported by independent evidence, this Firm relies on explanations or proof documents issued by relevant government departments, the Company, or other relevant units.
This Firm and its lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Administrative Measures for Securities Legal Services by Law Firms, and the Practice Rules for Securities Legal Services by Lawyers, and have conducted sufficient verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.