Grandall Law Firm (Hangzhou) Legal Opinion on the Compliance of the Issuance Process and Subscribers for Hangzhou Changchuan Technology Co., Ltd.'s 2025 Issuance of A-Shares to Specific Targets
To: Hangzhou Changchuan Technology Co., Ltd.
Grandall Law Firm (Hangzhou) (hereinafter referred to as "this Firm") was engaged by Hangzhou Changchuan Technology Co., Ltd. (hereinafter referred to as the "Issuer," "Changchuan Technology," or the "Company") to serve as the special legal counsel for the Company's 2025 issuance of A-shares to specific targets (hereinafter referred to as the "Issuance").
In accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Administrative Measures for the Issuance of Securities by Listed Companies (hereinafter referred to as the "Administrative Measures"), the Administrative Measures for the Issuance and Underwriting of Securities (hereinafter referred to as the "Issuance and Underwriting Measures"), the Implementation Rules for the Issuance and Underwriting of Securities by Listed Companies on the Shenzhen Stock Exchange (hereinafter referred to as the "Implementation Rules"), the Administrative Measures for Securities Legal Services Provided by Law Firms, and the Practice Rules for Securities Legal Services by Law Firms (Trial), as well as other relevant laws, regulations, and normative documents issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), this Firm has issued this legal opinion regarding the compliance of the Issuance process and the subscribers, based on recognized professional standards, ethical norms, and the principle of diligence.
Part I Statement
This Firm issues this legal opinion based on facts that have occurred or existed prior to the date of this opinion, in accordance with current laws and regulations of the PRC and relevant provisions of the CSRC and the SZSE, and declares the following:
(1) This Firm and its lawyers have strictly performed their statutory duties in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Securities Legal Services Provided by Law Firms, and the Practice Rules for Securities Legal Services by Law Firms (Trial), following the principles of diligence and good faith. We have conducted sufficient verification to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions reached are legal and accurate, without false records, misleading statements, or major omissions, and we assume corresponding legal liability.
(2) This Firm has verified the relevant materials concerning the compliance of the Issuance process and subscribers, including but not limited to the approval and authorization of the Issuance, the CSRC's registration approval documents, records related to the Issuance, payment notices, and capital verification reports, and has heard the statements and explanations of relevant parties. These materials, documents, and explanations form the basis for this legal opinion.
(3) This Firm agrees that the Issuer may cite part or all of the content of this legal opinion in the Issuance materials as required by the CSRC or the SZSE, provided that such citation does not lead to legal ambiguity or misinterpretation.
(4) This Firm provides opinions only on the compliance of the Issuance process and subscribers and related legal issues. We only cite, and do not provide legal opinions on, professional matters such as accounting and capital verification involved in the Issuance.
(5) This Firm has not authorized any unit or individual to provide any interpretation or explanation of this legal opinion.
(6) This legal opinion is intended solely for the purpose of the Issuer's Issuance and shall not be used for any other purpose without the prior written consent of this Firm.