Legal Opinion of Zhong Lun Law Firm on the Private Placement of A Shares by Shengxin Lithium Energy Group Co., Ltd.
To: Shengxin Lithium Energy Group Co., Ltd.
Zhong Lun Law Firm (hereinafter referred to as "the Firm" or "Zhong Lun"), in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), and other relevant laws, administrative regulations, and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), including the "Administrative Measures for the Registration of Issuance of Securities by Listed Companies" (hereinafter referred to as the "Measures"), the "Opinions on the Application of Securities and Futures Laws and Regulations No. 18 to Articles 9, 10, 11, 13, 40, 57, and 60 of the Administrative Measures for the Registration of Issuance of Securities by Listed Companies" (hereinafter referred to as the "Securities and Futures Legal Application Opinions No. 18"), the "Administrative Measures for Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and in accordance with the generally recognized business standards, ethical norms, and the principle of diligence and responsibility in the legal profession, has conducted reasonable, necessary, and possible investigations and verifications on the matters related to the private placement of A shares by Shengxin Lithium Energy Group Co., Ltd. (hereinafter referred to as the "Issuer" or "Shengxin Lithium Energy") (hereinafter referred to as the "Issuance") and the materials, documents, and facts provided or disclosed by the Issuer for this purpose, as well as the relevant legal issues involved (all of the above content is subject to and limited to the matters on which this Legal Opinion expresses an opinion). Based on this, the "Lawyer's Work Report on the Private Placement of A Shares by Shengxin Lithium Energy Group Co., Ltd." (hereinafter referred to as the "Work Report") and this Legal Opinion have been issued.
For the purpose of issuing this Legal Opinion, the Firm's lawyers have, in accordance with the provisions of relevant laws, administrative regulations, and normative documents, and based on the principle of prudence and materiality, investigated and verified the relevant legal issues of the Issuer in this Issuance. The investigation matters include, but are not limited to, the approval and authorization of this Issuance, the eligibility of the Issuer for this Issuance, the substantive conditions of this Issuance, the establishment of the Issuer, the independence of the Issuer, the controlling shareholder and actual controller of the Issuer, the share capital and evolution of the Issuer, the business of the Issuer, related party transactions and competition among peers, the main assets of the Issuer, major debts and claims of the Issuer, major asset changes and acquisitions and mergers of the Issuer, the formulation and amendment of the Issuer's articles of association, the rules of procedure and standardized operation of the Issuer's shareholders' meetings, board of directors, and supervisory board, the changes in the directors, supervisors, and senior management of the Issuer, the taxes of the Issuer, the environmental protection and product quality, and technical standards of the Issuer, the use of raised funds by the Issuer, and major litigation, arbitration, or administrative penalties of the Issuer.
Before conducting the investigation and verification, the Firm's lawyers formulated an investigation and verification plan in accordance with the "Administrative Measures for Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," which specified the matters to be investigated and verified, the investigation procedures, and the investigation methods, and adjusted them appropriately based on the progress of the investigation.