Legal Opinion on the Early Redemption of Convertible Bonds by Suzhou Huaya Intelligent Technology Co., Ltd.
Statement of Matters
I. The Firm and its lawyers have fulfilled their statutory duties, adhered to the principles of diligence and good faith, and conducted thorough verification in accordance with the Securities Law, the Administrative Measures for Lawyers Engaging in Securities Legal Business, the Practice Rules for Securities Legal Business of Law Firms (Trial), and other laws, regulations, and normative documents. They guarantee that the facts determined in this legal opinion are true, accurate, and complete, and that the conclusions are legal and accurate, without false records, misleading statements, or major omissions, and they bear corresponding legal responsibilities.
II. In this legal opinion, the Firm and its lawyers determine the legality and validity of certain events based on the laws, regulations, and normative documents applicable at the time of the event. The Firm and its lawyers will only express opinions on legal issues related to the Company's redemption and will not comment on accounting, auditing, asset appraisal, or internal control matters. Any citation of data or conclusions from financial statements, audit reports, asset appraisal reports, or internal control verification reports in this legal opinion does not imply any express or implied guarantee by the Firm regarding the truthfulness and accuracy of these data and conclusions.
II. The issuance of this legal opinion has been guaranteed by the Company as follows: (I) The Company has provided the Firm with all original written materials, copies, duplicates, written statements, or oral testimonies requested by the Firm for the issuance of this legal opinion. (II) The documents and materials provided by the Company to the Firm are true, accurate, complete, and valid, without any concealment, falsification, or major omissions. If the documents and materials are copies or duplicates, they are consistent with the originals.
III. For facts that are crucial to this legal opinion but cannot be independently verified, the Firm will issue a legal opinion based on certification documents issued by relevant government departments, the Company, or other relevant entities.
IV. The Firm agrees that this legal opinion will be submitted along with other materials as a necessary legal document for the Company's redemption and is willing to bear the corresponding legal responsibilities.
V. This legal opinion is for the Company's use in the redemption only. It may not be used for any other purpose without the Firm's written consent.
Based on the foregoing, the Firm and its lawyers, in accordance with relevant laws, regulations, and normative documents, and in accordance with the business standards, ethical norms, and diligent spirit of the legal profession, hereby issue this legal opinion.
Main Text
I. Approval, Issuance, and Listing of Convertible Bonds for Early Redemption
(I) Company's Approval and Authorization
Upon examination, on April 18, 2022, the Company held the twelfth meeting of its second Board of Directors, which deliberated and passed proposals including the "Proposal on the Company Meeting the Conditions for Public Issuance of Convertible Bonds," "Proposal on the Company's Issuance Plan for Convertible Bonds," "Proposal on the Draft Plan for the Company's Public Issuance of Convertible Bonds," "Proposal on the Feasibility Analysis Report of the Use of Raised Funds for the Company's Public Issuance of Convertible Bonds," "Proposal on Dilution of Earnings Per Share, Measures to Compensate, and Commitment Letters from Relevant Parties for the Company's Public Issuance of Convertible Bonds," and "Proposal on Establishing the Articles of Association for the Bondholder Meeting of the Company's Public Issuance of Convertible Bonds," and "Proposal on Authorizing the Board of Directors to Handle Matters Related to the Company's Public Issuance of Convertible Bonds," among others, related to the issuance of convertible bonds by the Company (hereinafter referred to as "this issuance"). The proposals were submitted to the Company's general meeting of shareholders for deliberation.