Shanghai LINKS Law Offices
Legal Opinion on the Private Placement of A Shares by Zhongying Electronics Co., Ltd.
To: Zhongying Electronics Co., Ltd.
Dear Sir/Madam,
Shanghai LINKS Law Offices (hereinafter referred to as "the Firm") hereby issues this Legal Opinion in accordance with the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Administrative Measures for the Registration of Securities Issuances by Listed Companies" (hereinafter referred to as the "Measures"), and other relevant laws, regulations, and normative documents promulgated, effective, and currently in force by the relevant legislative and regulatory bodies. The Firm has acted in accordance with the generally accepted business standards, ethical norms, and diligence principles of the legal profession.
(Introduction)
Entrusted by Zhongying Electronics Co., Ltd. (hereinafter referred to as "Zhongying Electronics" or "the Issuer"), the Firm has appointed lawyers Xia Huijun and Zhao Jingyun (collectively referred to as "the Firm's Lawyers") as the special legal counsel for the Issuer's private placement of A shares (hereinafter referred to as "this Offering"). Based on the facts that have occurred or exist prior to the issuance of this Legal Opinion, the Firm's Lawyers hereby provide legal opinions based on their understanding of laws, regulations, and normative documents.
The Legal Opinion and the Lawyer's Work Report issued by the Firm are solely for the purpose of expressing legal opinions on legal issues that have occurred or existed prior to the issuance date and are related to this Offering, based on publicly available and effective laws, regulations, and normative documents. They do not express opinions on professional matters such as accounting, auditing, or asset valuation, nor do they possess the appropriate qualifications to express opinions on matters within the jurisdiction of other countries or regions.
The Firm has received assurances from the Issuer that all documents and relevant information provided to the Firm's Lawyers are true, complete, and valid, without any concealment, omission, or falsification. The content of the copies and duplicates of the documents is consistent with the originals. The signatories of the submitted documents have full civil capacity and their signatures have been duly and effectively authorized. The Firm's Lawyers will base their legal opinions on facts that are crucial to the issuance of this legal opinion and for which independent evidence cannot be obtained, relying on certification documents issued by relevant government departments, the Issuer, or other entities, or reports from relevant professional institutions.
The Firm and its lawyers have strictly performed their statutory duties in accordance with the "Securities Law," the "Administrative Measures for Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance date of the Legal Opinion and the Lawyer's Work Report. They have adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in the Legal Opinion and the Lawyer's Work Report are true, accurate, and complete. The conclusions reached are legal and accurate, free from any false statements, misleading statements, or material omissions, and the Firm assumes corresponding legal responsibility.
The Legal Opinion and the Lawyer's Work Report issued by the Firm are for the sole use of the Issuer for the purpose of this Offering and shall not be used for any other purpose. The Firm's Lawyers agree that the Legal Opinion and the Lawyer's Work Report issued by the Firm will be used as essential legal documents for the Issuer's Offering and will be submitted together with other application materials, and the Firm will bear legal responsibility for issuing the Legal Opinion.