Legal Opinion from Beijing Jingtian & Gongcheng Law Firm
Introduction
To: Tianshui Huatians Technology Co., Ltd.
Beijing Jingtian & Gongcheng Law Firm (hereinafter referred to as "this firm") is a law firm established with the approval of the Beijing Municipal Bureau of Justice of the People's Republic of China, qualified to issue this legal opinion in accordance with the current effective laws, administrative regulations, local regulations, and departmental rules of China (hereinafter collectively referred to as "Chinese laws"). This firm has been entrusted by Tianshui Huatians Technology Co., Ltd. to act as a special legal advisor for the issuance of shares and cash payment for asset acquisition and related party transactions (hereinafter referred to as "this transaction"). The lawyers of this firm have conducted verification work based on the Company Law, Securities Law, Issuance Registration Management Measures, Restructuring Management Measures, Stock Listing Rules, Regulatory Guideline No. 9, and other laws and regulations, as well as relevant provisions of the China Securities Regulatory Commission, in accordance with the requirements of the Business Management Measures and Professional Standards, ethical norms, and the spirit of diligence and responsibility, to issue this legal opinion regarding matters related to this transaction.
To issue this legal opinion, this firm makes the following statements and assumptions:
- This legal opinion is based on facts that have occurred or existed prior to the date of issuance of this legal opinion and the relevant provisions of Chinese laws, based on this firm's understanding of the relevant facts and its understanding of the current laws, regulations, and normative documents.
- This firm assumes that Huatians Technology has provided this firm with true, complete, and valid original written materials, copies, confirmation letters, oral explanations, etc., necessary for issuing this legal opinion, and has made complete statements and explanations regarding relevant facts, and that all facts and documents that could affect this legal opinion have been disclosed to this firm without concealment, falsehood, or misleading information, and are trustworthy. Relevant copies or duplicates are consistent with the originals.
- This legal opinion only expresses opinions on legal issues related to this transaction under Chinese law and does not express opinions on relevant industry, technology, finance, accounting, auditing, and asset evaluation matters. It should be emphasized that this firm also does not possess the skills to judge the aforementioned professional matters and their related consequences. The references to certain data and conclusions in financial materials such as accounting statements, audit reports, and asset evaluation reports in this legal opinion do not imply any express or implied confirmation or guarantee by this firm's lawyers regarding the authenticity, accuracy, or completeness of these data and conclusions.
This firm and its lawyers have strictly fulfilled their statutory duties in accordance with the provisions of the Securities Law, Business Management Measures, Professional Standards, and the facts that have occurred or existed prior to the issuance of this legal opinion, adhering to the principles of diligence and good faith, and have conducted sufficient verification to ensure that the facts described in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without false records, misleading statements, or material omissions, and bear corresponding legal responsibilities.
This firm agrees that Huatians Technology may quote relevant content of this legal opinion in related documents either partially or entirely, but Huatians Technology shall not cause legal ambiguity or misinterpretation due to such quotations. This firm agrees to regard this legal opinion as a necessary legal document for Huatians Technology's transaction and to submit it along with other materials, and is willing to bear corresponding legal responsibilities for the legal opinions expressed.