Legal Opinion
To: Gosuncn Technology Group Co., Ltd.
Guangdong Huashang Law Firm (hereinafter referred to as "this Firm") has been engaged by Gosuncn Technology Group Co., Ltd. (hereinafter referred to as the "Issuer") to act as the special legal counsel for the Issuer's 2026 annual issuance of A-shares to specific targets (hereinafter referred to as the "Issuance").
This Firm has issued this Legal Opinion in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Administrative Measures for the Issuance and Registration of Securities by Listed Companies, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), as well as other relevant laws, regulations, and the requirements of the China Securities Regulatory Commission (CSRC).
For the purpose of issuing this Legal Opinion, this Firm and the signing lawyers make the following statements:
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This Firm and the signing lawyers have strictly performed their statutory duties, followed the principles of diligence, due care, and honesty, and conducted sufficient verification to ensure that the facts recognized in this Legal Opinion are true, accurate, and complete, and that the conclusions reached are legal and accurate.
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This Legal Opinion is based on the Issuer's guarantee that it has provided all necessary written materials or oral statements required for this Legal Opinion, and that all facts and materials are true, accurate, and complete, with no false records, misleading statements, or major omissions.
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For facts that are crucial to this Legal Opinion but lack independent evidence, this Firm has made judgments based on certificates issued by the Issuer, relevant government departments, and other relevant institutions, organizations, or individuals after careful verification.
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This Firm only expresses opinions on legal matters within the territory of the People's Republic of China related to the Issuance and does not express opinions on legal matters in any other jurisdiction outside China, nor on professional matters such as accounting, auditing, asset appraisal, or investment decisions.
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This Firm agrees that the Issuer may cite part or all of this Legal Opinion in the application documents for the Issuance as required by the CSRC or the Shenzhen Stock Exchange, provided that such citation does not lead to legal ambiguity or misinterpretation.
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This Firm agrees that the Issuer may use this Legal Opinion as one of the legal documents for the application of the Issuance. This Legal Opinion is for the sole purpose of the Issuance and shall not be used for any other purpose without the written consent of this Firm.
Table of Contents
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Definitions
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Main Text
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I. Approval and Authorization of the Issuance
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II. Subject Qualifications of the Issuance
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III. Substantive Conditions of the Issuance
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IV. Establishment of the Issuer
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V. Independence of the Issuer
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VI. Major Shareholders and Actual Controller of the Issuer
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VII. Share Capital and Its Changes
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VIII. Business of the Issuer
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IX. Related Party Transactions and Horizontal Competition
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X. Major Assets of the Issuer
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XI. Major Creditor's Rights and Debts of the Issuer
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XII. Major Asset Changes and Mergers and Acquisitions of the Issuer
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XIII. Amendments to the Articles of Association
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XIV. Rules of Procedure and Standardized Operation of Shareholders' Meetings, Board of Directors, and Supervisory Committee
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XV. Changes in Directors, Supervisors, and Senior Management
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XVI. Taxation and Financial Subsidies
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XVII. Environmental Protection, Product Quality, and Technical Standards
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XVIII. Use of Proceeds
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XIX. Business Development Goals
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XX. Litigation, Arbitration, or Administrative Penalties
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XXI. Legal Risk Assessment of the Prospectus
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XXII. Other Matters
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XXIII. Overall Conclusion on the Issuance