Grandall Law Firm (Hangzhou) Legal Opinion
To: Shanghai Fengwang Industrial Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "the Firm") has been entrusted to, 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"), the "Administrative Measures on the Takeover of Listed Companies" (hereinafter referred to as the "Takeover Measures"), and the "Format and Content Disclosure Rules for Information Disclosure by Companies Issuing Securities No. 16 - Acquisition Report of Listed Companies" (hereinafter referred to as the "No. 16 Rules"), and other relevant laws, regulations, and normative documents, to issue this legal opinion on matters related to the "Acquisition Report of Shenzhen Yushun Electronics Co., Ltd." prepared for the proposed cash subscription by Shanghai Fengwang Industrial Co., Ltd. (hereinafter referred to as "Shanghai Fengwang") for A-shares of Shenzhen Yushun Electronics Co., Ltd. (hereinafter referred to as "Yushun Electronics") issued to specific objects (hereinafter referred to as "this Acquisition"), which will result in an increase in the shares held by Shanghai Fengwang in Yushun Electronics.
For the issuance of this legal opinion, the Firm's lawyers make the following statements:
(I) The Firm and the handling lawyers have, in accordance with the "Securities Law," the "Administrative Measures for Securities Legal Services of Law Firms," and the "Practice Rules for Securities Legal Services of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance of this legal opinion, strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.
(II) The Firm's lawyers shall only express legal opinions on legal issues related to the "Acquisition Report" and facts that have occurred or existed prior to the issuance of this legal opinion, based solely on the effective laws, regulations, rules, and normative documents of the People's Republic of China and relevant regulations of the China Securities Regulatory Commission and stock exchanges. The Firm shall not express legal opinions based on any laws outside the People's Republic of China.
(III) The acquirer guarantees that it has provided the Firm's lawyers with all necessary documents for the issuance of this legal opinion. All documents are true, complete, legal, and valid. All copies or duplicates of documents are consistent with the originals. Signatures and seals on all documents are genuine; all facts and documents that could influence the Firm's lawyers in making legal judgments have been disclosed, without any concealment, misrepresentation, or omission. For facts that are crucial to this legal opinion but cannot be independently verified, the Firm's lawyers rely on certificates, testimonies, or documents issued or provided by government departments, judicial organs, the acquirer, or other relevant entities or individuals to issue the legal opinion.
(IV) The Firm's lawyers agree that this legal opinion will be submitted along with other materials as a necessary legal document for the acquirer's application for this acquisition, and will bear corresponding legal responsibilities for the issuance of this legal opinion in accordance with the law.
(V) This legal opinion only expresses legal opinions on Chinese domestic legal issues related to this acquisition. The Firm and its lawyers are not qualified to review and make judgments on professional matters such as accounting, capital verification, auditing, asset appraisal, and investment decisions. Any quotation of financial statements, data, or accounting and audit reports within this legal opinion does not mean that the Firm and its lawyers provide any express or implied guarantee regarding the truthfulness and validity of these quoted contents.