Grandall Law Firm (Shanghai) Special Verification Opinion
Section 1: Introduction
The following is a statement from the firm and its handling lawyers regarding the issuance of this special verification opinion:
(I) The firm and its handling lawyers, in accordance with the "Securities Law," "Company Law," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Guiding Rules for the Application of Regulatory Rules - Type 1 for Listing Companies," "Measures for the Practice of Securities Legal Services by Law Firms," and the "Rules of Practice for Securities Legal Services of Law Firms (Trial)," and based on the facts that have occurred or existed prior to the date of issuance of this special verification opinion, have diligently performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in the special verification opinion are true, accurate, and complete. The conclusions expressed are legal and accurate, with no false statements, misleading remarks, or material omissions, and the firm assumes corresponding legal responsibility.
(II) The firm's lawyers provided a list of required materials to all parties involved in this transaction and received the materials, documents, and explanations regarding relevant issues from the parties based on this list. These materials, documents, and explanations form the basis for the firm's lawyers to issue this special verification opinion. The firm's lawyers also inquired with relevant personnel from all parties regarding issues involved in this transaction and conducted necessary discussions, or obtained supporting documents from relevant government departments through inquiries. For issues that the firm's lawyers deemed crucial to this transaction but lacked supporting documentation, the firm's lawyers obtained confirmations of relevant facts and legal issues from the parties involved in the transaction.
(III) The company's obtaining and use of this special verification opinion shall be accompanied by the following guarantee, whether explicit or implicit: The company and its shareholders and related parties have provided the necessary documents and materials to the firm's lawyers for the issuance of this legal opinion regarding the transaction, and these documents and materials are true, complete, and effective. Signatures and seals on the original documents are genuine and valid. All facts and materials that could influence the firm's and its handling lawyers' legal judgment have been disclosed to the firm, with no concealment, false statements, or material omissions. If the documents and materials are copies, they are consistent with the originals.
(IV) The firm agrees that Welter may cite this special verification opinion in its restructuring filing materials or cite it as required by the verification, provided that such citation by Welter does not create any ambiguity or misinterpretation of the legal meaning.
(V) The firm's lawyers only express opinions on the legality and relevant legal issues of Welter's restructuring. Any citation of accounting, auditing, asset appraisal, and other professional matters involved in Welter's transaction should not be considered a legal opinion.
(VI) The titles of this special verification opinion are for convenience of reference only and should not be considered an interpretation or limitation of the content of the relevant sections.
(VII) The firm's lawyers have not authorized any entity or individual to interpret or explain this special verification opinion.
(VIII) This special verification opinion is solely for the purpose of Welter's application for this restructuring. The firm agrees to submit this special verification opinion as part of the application documents to the securities exchange for review or disclosure. Without the firm's prior written consent, this special verification opinion shall not be used for any other purpose.