Grandall Law Firm (Shenzhen)
Legal Opinion
This legal opinion is solely for the purpose of the Company's put option and may not be used for any other purpose.
The Firm agrees to submit this legal opinion along with other materials for the Company's put option or to disclose it publicly, and shall bear corresponding legal responsibilities for the legal opinion issued by the Firm.
In accordance with the requirements of relevant laws and regulations, and adhering to the business standards, ethical norms, and diligent and responsible spirit recognized by the legal profession, the Firm's lawyers, based on their understanding of the facts and the law, hereby issue the following legal opinion:
I. Listing Status of the Convertible Bonds Subject to Put Option
(I) Company Internal Approval and Authorization
On May 12, 2020, the Company held its Second Meeting of the Fourth Board of Directors, and deliberated and approved the proposals including "Proposal on the Company's Public Offering of Convertible Corporate Bonds," "Proposal on the Company Meeting the Conditions for Public Offering of Convertible Corporate Bonds," "Proposal on the Company's [Plan for Public Offering of Convertible Corporate Bonds]," "Proposal on the Company's [Analysis Report on the Feasibility of Public Offering of Convertible Corporate Bonds]," "Proposal on the Company's [Feasibility Analysis Report on the Use of Proceeds from Public Offering of Convertible Corporate Bonds]," "Proposal on the Impact of Diluting Earnings Per Share on the Company's Main Financial Indicators and Corresponding Remedial Measures and Related Commitments," "Proposal on the [Rules for Bondholder Meetings of Convertible Corporate Bonds]," and "Proposal to Authorize the Board of Directors to Fully Handle Matters Related to the Public Offering of Convertible Corporate Bonds."
On May 28, 2020, the Company held its Second Extraordinary General Meeting of Shareholders in 2020 and deliberated and approved the aforementioned proposals.
On June 22, 2020, due to amendments in relevant regulations, the Company held its Fourth Meeting of the Fourth Board of Directors to supplement deliberation on relevant proposals. It deliberated and approved proposals including "Proposal on the Company Meeting the Conditions for Public Offering of Convertible Corporate Bonds," "Proposal on the Company's [Revised Plan for Public Offering of Convertible Corporate Bonds]," "Proposal on the Company's [Revised Analysis Report on the Feasibility of Public Offering of Convertible Corporate Bonds]," and "Proposal on the Company's [Revised Rules for Bondholder Meetings of Convertible Corporate Bonds]."
On July 8, 2020, the Company held its Third Extraordinary General Meeting of Shareholders in 2020 to re-deliberate and approve the "Proposal on the Company Meeting the Conditions for Public Offering of Convertible Corporate Bonds" in light of regulatory amendments.