Shanghai AllBright Law Offices Legal Opinion
Table of Contents
Statement Matters
Definitions
Main Text
I. Approval and Authorization for the Issuance
II. Issuer's Qualification for the Issuance
III. Substantive Conditions for the Issuance
IV. Issuer's Independence
V. Controlling Shareholder and Actual Controller
VI. Issuer's Share Capital and its Evolution
VII. Issuer's Business
VIII. Related Party Transactions and Competition
IX. Issuer's Principal Assets
X. Issuer's Major Creditor Rights and Debts
XI. Issuer's Major Asset Changes and Acquisitions
XII. Formulation and Amendment of Issuer's Articles of Association
XIII. Issuer's Shareholders' Meeting, Board Meeting Procedures and Standardized Operation
XIV. Changes in Issuer's Directors and Senior Management
XV. Issuer's Taxation
XVI. Issuer's Environmental Protection and Product Quality, Technical Standards
XVII. Use of Issuer's Raised Funds
XVIII. Issuer's Business Development Goals
XIX. Litigation, Arbitration or Administrative Penalties
XX. Evaluation of Legal Risks of the Issuer's Prospectus
XXI. Conclusion
Statement Matters
I. The firm and its handling lawyers, in accordance with the "Securities Law," "Administrative Measures for Securities Legal Business of Law Firms," "Practice Rules for Securities Legal Business of Law Firms (Trial)," "Guiding Rules for Information Disclosure of Public Offerings of Securities No. 12 - Legal Opinions and Lawyers' Work Reports for Public Offerings of Securities" (hereinafter referred to as "Reporting Rule No. 12") and other laws, regulations, rules, and normative documents, and based on facts that have occurred or exist prior to the date of issuance of this Legal Opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted sufficient verification, and ensured that the facts determined in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without false records, misleading statements, or major omissions, and shall bear corresponding legal responsibilities.
II. The firm and its handling lawyers shall only express opinions on legal issues related to the issuer's current issuance. Opinions shall not be expressed on professional matters such as accounting, auditing, asset appraisal, internal control, and profit forecasts. The citation of certain data and conclusions in the accounting report, audit report, asset appraisal report, and internal control report in this Legal Opinion and the "Lawyer's Work Report of Shanghai AllBright Law Offices on Fulin Precision Co., Ltd.'s Private Placement of Shares" (hereinafter referred to as the "Lawyer's Work Report") does not mean that the firm guarantees the truthfulness and accuracy of these data and conclusions in any express or implied manner.
III. In this Legal Opinion, the firm and its handling lawyers determine the legality and validity of certain events based on the laws, regulations, rules, and normative documents applicable at the time such events occurred.
IV. The issuance of this Legal Opinion has been guaranteed by the issuer as follows:
(1) The issuer has provided the firm with the original written materials, duplicate materials, copies, confirmation letters, or certificates required by the firm for the issuance of this Legal Opinion.
(2) The documents and materials provided by the issuer to the firm are true, accurate, complete, and valid, without concealment, falsification, or major omissions. If the documents and materials are duplicates or copies, they are consistent with the originals.
V. For facts that are crucial to this Legal Opinion but cannot be independently verified, the firm shall issue a legal opinion based on the certification documents issued by relevant government authorities, the issuer, or other relevant entities.
VI. The firm agrees to submit this Legal Opinion and the "Lawyer's Work Report" as necessary legal documents for the issuer's current issuance, along with other materials, and is willing to bear the corresponding legal responsibilities.