Legal Opinion Letter
1. Subject Qualification of the Shareholder
(1) Basic Information of the Shareholder
The shareholder involved in this increase is the controlling shareholder of the company. According to our verification, as of the date of this legal opinion letter, the basic information of the shareholder is as follows: Shenzhen Qixin Holdings Co., Ltd. is a limited liability company established on April 9, 2007, with a unified social credit code of 91440300661044158L. The legal representative is Chen Qinpeng, and the registered address is Room 1707-1708, Block A, World Trade Plaza, No. 9 Fuhong Road, Fuhua Community, Futian District, Shenzhen. The business term is from April 9, 2007, to indefinite, with a registered capital of RMB 210 million. The business scope includes "general business items: investment in industrial projects (specific projects to be declared separately), enterprise management consulting, commercial information consulting, import and export business; domestic trade (excluding projects prohibited by laws, administrative regulations, or decisions of the State Council; restricted projects must obtain permission before operation)."
(2) No Prohibited Circumstances for Acquisition
According to the shareholder's explanation and our verification, as of the date of this legal opinion letter, the shareholder does not fall under any of the prohibited circumstances for acquiring listed companies as stipulated in Article 6 of the Acquisition Management Measures, including:
- The acquirer has significant debts that are overdue and unpaid, and is in a continuous state;
- The acquirer has significant illegal activities or is suspected of significant illegal activities in the last three years;
- The acquirer has serious breaches of trust in the securities market in the last three years;
- Other circumstances prohibited by laws, administrative regulations, and recognized by the China Securities Regulatory Commission.
Based on the above, we believe that as of the date of this legal opinion letter, the shareholder is a legally established and validly existing limited liability company, qualified to hold shares in a listed company, and does not fall under any prohibited circumstances for acquiring shares as stipulated in Article 6 of the Acquisition Management Measures.
2. Details of the Shareholding Increase
(1) Shareholding Situation Before the Increase
According to the company's disclosure announcement and the shareholder's explanation, prior to this increase, the shareholder and its concerted actors, Mr. Chen Qinpeng, Mr. Chen Qinwu, and Mr. Chen Qinhui, collectively held 273,561,172 shares of the company, accounting for 37.93% of the total share capital.