Legal Opinion Regarding Silk Road Vision Technology Co., Ltd.'s Convertible Bond Put Option
To: Silk Road Vision Technology Co., Ltd.
King & Wood Mallesons (Shenzhen) (hereinafter referred to as "King & Wood" or "the Firm") has been retained by Silk Road Vision Technology Co., Ltd. (hereinafter referred to as "Silk Road Vision" or "the Company") to issue this legal opinion regarding the put option for the Company's outstanding convertible bonds. This opinion is based on the Company Law of the People's Republic of China (hereinafter referred to as "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "Securities Law"), the Administrative Measures for Convertible Corporate Bonds (hereinafter referred to as "Administrative Measures"), Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 15 — Convertible Corporate Bonds (hereinafter referred to as "Regulatory Guidelines"), and other relevant laws, regulations, and normative documents, as well as the business rules of the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"). It also considers the provisions of the Prospectus for the Public Offering of Convertible Corporate Bonds by Silk Road Vision Technology Co., Ltd. (hereinafter referred to as "Prospectus") concerning the put option for the convertible bonds (hereinafter referred to as "Convertible Bonds") issued by the Company (hereinafter referred to as "this Put Option").
King & Wood has acted in strict accordance with the Securities Law, the Administrative Measures for Securities Legal Services of Law Firms (Order No. 223 of the Ministry of Justice and China Securities Regulatory Commission), and the Practice Rules for Securities Legal Services of Law Firms (Trial) (Announcement [2010] No. 33 of the Ministry of Justice and China Securities Regulatory Commission), and based on facts that have occurred or existed prior to the issuance date of this legal opinion. The Firm has diligently performed its statutory duties, adhered to the principles of diligence, responsibility, and good faith, conducted thorough investigations and verifications, and ensures that the facts identified in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, free from any false statements, misleading representations, or material omissions, and assumes corresponding legal liabilities.
To prepare this legal opinion, King & Wood has reviewed documents provided by the Company related to this Put Option, including relevant records, materials, and certifications, and has investigated the relevant facts and legal matters pertaining to this Put Option. King & Wood expresses its opinion solely on legal issues related to the Company's Put Option and bases its legal opinion only on the current laws and regulations of the People's Republic of China (hereinafter referred to as "Mainland China" for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region, and Taiwan Province). The Firm does not express legal opinions on foreign laws. King & Wood does not provide opinions on accounting, financial, or other non-legal professional matters related to this Put Option. While King & Wood has exercised due diligence in citing financial data or conclusions, such citations do not constitute any express or implied guarantee by King & Wood regarding the truthfulness or accuracy of such data or conclusions. For facts that are crucial to the issuance of this legal opinion but cannot be independently verified, King & Wood relies on the statements or certification documents issued by relevant government departments, Silk Road Vision, or other relevant entities.
King & Wood agrees that this legal opinion will be used as an essential document for the Company to exercise this Put Option and will be submitted to the SZSE along with other materials. King & Wood assumes corresponding legal responsibilities for the legal opinion issued.