Legal Opinion
To: Jiangsu Jiuwu Hi-Tech Co., Ltd.
Jingtian & Gongcheng has been engaged by Jiangsu Jiuwu Hi-Tech Co., Ltd. (hereinafter referred to as the "Issuer," "Company," or "Jiuwu Hi-Tech") to serve as the special legal counsel for its issuance of convertible corporate bonds to unspecified targets.
Our lawyers have conducted the review in accordance with the Company Law, the Securities Law, the Registration Management Measures, the Convertible Bond Measures, the Compilation Rules No. 12, and other relevant laws, regulations, and provisions of the China Securities Regulatory Commission, following the requirements of the Business Management Measures and the Professional Standards for Securities Legal Services (Trial), as well as recognized professional standards, ethical norms, and a spirit of diligence. We have carried out our verification work based on facts and laws to issue this legal opinion regarding the relevant matters of the Issuer's issuance.
For the purpose of issuing this legal opinion, we make the following statements and assumptions:
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This legal opinion is issued based on facts that have occurred or existed prior to the date of this opinion, and in accordance with the relevant provisions of current Chinese laws, administrative regulations, local regulations, and various rules and other normative documents formulated by the State Council's ministries (commissions) and local people's governments (collectively referred to as "Chinese Laws"), and is based on our understanding of the relevant facts and the applicable laws, regulations, and normative documents.
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We assume that the Issuer has provided us with all original written materials, copies, photocopies, confirmation letters, and oral explanations necessary for the issuance of this legal opinion, and has provided a complete statement and explanation regarding the relevant facts. All facts and documents that could affect this legal opinion have been disclosed to us without concealment, falsehood, or misleading information, and are sufficient for us to rely upon. All copies or photocopies are consistent with the originals. For matters that are crucial to this legal opinion but cannot be supported by independent evidence, we have relied on the certificates issued by relevant government departments, the Issuer, or other relevant units.
facts, this firm relies on certificates issued by relevant government departments, the issuer, and other relevant entities.
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This legal opinion expresses opinions only on Chinese legal matters related to this issuance and is based solely on current Chinese laws. This firm does not express opinions on professional matters and reports outside the scope of law, such as industry, technology, finance, accounting, auditing, asset appraisal, credit rating, financial analysis, investment decision-making, and business development. It must be emphasized that this firm does not possess the skills to judge the aforementioned professional matters and their related consequences. The citation of certain data and conclusions in financial materials such as accounting statements, audit reports, and asset appraisal reports in this legal opinion does not imply any express or implied confirmation or guarantee by the lawyers of this firm regarding the authenticity, accuracy, or completeness of such data and conclusions.
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This firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, due care, and good faith, and conducted sufficient verification based on the Securities Law, the Business Management Measures, the Practice Rules for Securities Legal Business of Law Firms (Trial), and other regulations, as well as facts that have occurred or existed prior to the date of issuance of this legal opinion. We ensure that the facts described in this legal opinion are true, accurate, and complete, and that the concluding opinions expressed are legal and accurate, free from false records, misleading statements, or major omissions, and we assume corresponding legal liabilities.