Beijing Dacheng Law Firm
Legal Opinion
Regarding Lingda Group Co., Ltd.'s Application to Revoke Risk Warnings Imposed Due to Non-compliant Guarantee Matters
To: Lingda Group Co., Ltd.
Beijing Dacheng Law Firm (hereinafter referred to as "the Firm") has been retained by Lingda Group Co., Ltd. (hereinafter referred to as "Lingda Shares" or "the Company") to issue a legal opinion regarding Lingda Shares' application to revoke the risk warnings imposed due to non-compliant guarantee matters. The Firm's lawyers, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "GEM Stock Listing Rules of the Shenzhen Stock Exchange (2025 Revision)," "Measures for the Administration of Securities Legal Business of Law Firms," and "Rules for the Practice of Securities Legal Business of Law Firms (Trial)," as well as relevant laws, regulations, and normative documents, and in accordance with the generally recognized business standards, ethical norms, and diligence of the Chinese legal profession, hereby issue this legal opinion.
The Firm's lawyers make the following declarations for the purpose of issuing this legal opinion:
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The Firm's lawyers express opinions solely based on facts that have occurred or existed prior to the date of issuance of this legal opinion, in accordance with Chinese laws, administrative regulations, rules, normative documents, and the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"). No opinions are expressed based on any foreign laws or regulations.
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During the verification process, the Firm's lawyers have specifically reminded Lingda Shares and other entities and individuals whose information was reviewed by the Firm that the proofs or testimonies provided should be true, accurate, and complete. All photocopies or duplicates should be identical to the originals or the primary copies, without any false records, misleading statements, or material omissions. They shall bear the corresponding legal responsibilities for any commitments and confirmations made.
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The Firm's lawyers do not express opinions on matters that are not within the scope of legal professional services, such as accounting, capital verification, auditing, and asset appraisal. Regarding the content of these non-legal professional matters involved in this legal opinion, the Firm's lawyers strictly quote documents issued by relevant institutions and statements made by the Company or relevant individuals. Such quotations do not constitute any express or implied guarantee by the Firm's lawyers regarding the truthfulness and accuracy of the quoted content. The Firm's lawyers do not have the legal qualification to verify and make judgments on these matters.
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For matters crucial to this legal opinion that cannot be independently verified by evidence, the Firm's lawyers rely on the proofs, testimonies, documents, or announcements issued or provided by relevant government departments, judicial organs, Lingda Shares, and other relevant entities and individuals to issue this legal opinion.
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The Firm's lawyers agree that this legal opinion will be submitted to the SZSE as part of Lingda Shares' application to revoke the risk warnings imposed on its stock due to non-compliant guarantee matters and will be publicly disclosed along with other documents. It shall not be used for any other purpose. The Firm's lawyers agree that Lingda Shares may cite relevant content from this legal opinion in its application documents, provided that such citations do not lead to any ambiguity or misinterpretation of the law.
In accordance with the requirements of relevant laws, regulations, and normative documents, and adhering to the business standards, ethical norms, and diligence of the legal profession, the Firm's lawyers have investigated the documents and facts provided by Lingda Shares regarding the application to revoke the risk warnings imposed due to non-compliant guarantee matters, and hereby issue the following legal opinion: