Jiangsu Century Partners Law Firm
Legal Opinion
Regarding Jiangsu Chanyi Technology Co., Ltd.'s 2026 Private Placement of A Shares Legal Opinion
To: Jiangsu Chanyi Technology Co., Ltd.
Jiangsu Century Partners Law Firm (hereinafter referred to as "the Firm") has, in accordance with the "Company Law of the People's Republic of China (2023 Revision)" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China (2019 Revision)" (hereinafter referred to as the "Securities Law"), the "Information Disclosure and Compilation Rules for Public Offering of Securities No. 12 – Legal Opinions and Lawyer's Work Reports on Public Offering of Securities," the "Administrative Measures for the Registration of Securities Issuance by Listed Companies," the "Measures for the Administration of Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)" and other relevant laws and regulations, and in accordance with the generally accepted business standards, ethical norms, and the principle of diligence and conscientiousness of the legal profession, hereby issues this Legal Opinion for the Company's private placement of A shares to specific objects.
Part One: Lawyer's Statement
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This Legal Opinion is based on facts that have occurred or existed prior to the issuance date and on the current laws, regulations, and relevant regulations of the China Securities Regulatory Commission.
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The Firm's lawyers have strictly performed their statutory duties, adhered to the principles of diligence and good faith, reviewed the relevant documents and materials deemed necessary for issuing this Legal Opinion, and have conducted full verification of the Company's actions and the legality, compliance, truthfulness, and validity of the application for this issuance, ensuring that the Legal Opinion and the Lawyer's Work Report do not contain any false records, misleading statements, or material omissions.
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The data and conclusions quoted from the audit report in this Legal Opinion do not represent any express or implied guarantee by the Firm's lawyers regarding the truthfulness of the aforementioned data and conclusions. The Firm's lawyers do not possess the professional qualifications or capabilities to audit and judge the aforementioned reports.
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The Firm's lawyers agree that the Company may use this Legal Opinion and the Lawyer's Work Report as essential legal documents for the Company's issuance, to be submitted along with other materials, and are willing to bear corresponding legal responsibilities.
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The Firm's lawyers agree that the Company may, in whole or in part, cite or have the reviewing authority cite the content of this Legal Opinion or the Lawyer's Work Report in the application documents for this issuance, provided that such citation does not lead to any ambiguity or misinterpretation of the law. After citation, the relevant content of the application documents shall be re-examined and confirmed by the Firm's lawyers.
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This Legal Opinion and the Lawyer's Work Report are intended solely for the purpose of the Company's private placement of shares to specific objects and shall not be used for any other purpose.
Note: The specific meanings of the abbreviations used in this Legal Opinion can be found in the Lawyer's Work Report.
Part Two: Legal Opinion Text
I. Approval and Authorization for this Issuance
(I) In accordance with Article 116, Paragraph 3 of the "Company Law" and the Company's Articles of Association, an increase in the Company's registered capital must be approved by more than two-thirds of the voting rights of the shareholders present at the meeting. The Company has obtained approval for this issuance through a special resolution of its shareholders in accordance with the "Company Law," the "Securities Law," the "Administrative Measures for the Registration of Securities Issuance by Listed Companies," and the Company's Articles of Association.