Legal Opinion of Jingtian & Gongcheng Law Firm on Jiangsu Jiugao High-Tech Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Targets and Listing on the Shenzhen Stock Exchange
To: Jiangsu Jiugao High-Tech Co., Ltd.
Jingtian & Gongcheng Law Firm has been retained by Jiangsu Jiugao High-Tech Co., Ltd. (hereinafter referred to as the "Issuer," "Company," or "Jiugao Gaoke") to serve as special legal counsel for the issuance of convertible corporate bonds to unspecified targets by Jiugao Gaoke and its listing on the Shenzhen Stock Exchange (hereinafter referred to as the "Issuance and Listing").
Our lawyers, in accordance with the "Company Law," "Securities Law," "Administrative Measures for Registration of Issuance of Securities by Information Disclosure," "Measures for the Administration of Convertible Corporate Bonds," "Reporting Rules No. 12," and other relevant laws, regulations, and China Securities Regulatory Commission (CSRC) regulations, and in accordance with the requirements of the "Administrative Measures for Business Operations" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," as well as the generally accepted professional standards, ethical norms, and diligence principles of the legal profession, have conducted verification work. This legal opinion is hereby issued regarding the Issuance and Listing matters of the Issuer.
Unless otherwise stated in this Legal Opinion, the abbreviations used herein are consistent with those in the "Legal Opinion of Jingtian & Gongcheng Law Firm on Jiangsu Jiugao High-Tech Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Targets," the "Supplementary Legal Opinion (I) of Jingtian & Gongcheng Law Firm on Jiangsu Jiugao High-Tech Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Targets," the "Supplementary Legal Opinion (II) of Jingtian & Gongcheng Law Firm on Jiangsu Jiugao High-Tech Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Targets," and the "Lawyer's Work Report of Jingtian & Gongcheng Law Firm on Jiangsu Jiugao High-Tech Co., Ltd.'s Issuance of Convertible Bonds to Unspecified Targets."
For the purpose of issuing this Legal Opinion, our firm hereby makes 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 issuance of this Legal Opinion, and in accordance with the relevant provisions of current Chinese laws, administrative regulations, local regulations, and various rules and normative documents formulated by ministries (commissions) of the State Council and local people's governments (collectively referred to as "Chinese Laws"), and is based on our understanding of the relevant facts and the interpretation of relevant current laws, regulations, and normative documents.
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We assume that the Issuer has provided us with all necessary original written materials, duplicate materials, copies, confirmation letters, oral statements, etc., that are required for the issuance of this Legal Opinion, and has made complete statements and explanations regarding relevant facts. All facts and documents that could affect this Legal Opinion have been disclosed to us, without any concealment, falsification, or misleading information, and are reliable. Duplicate materials or copies are consistent with the originals. For facts that are crucial to this Legal Opinion but cannot be independently evidenced, we rely on the certification documents issued by relevant government departments, the Issuer, and other relevant entities.
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This Legal Opinion expresses opinions solely on issues of Chinese law related to the current issuance. We express legal opinions solely based on current Chinese laws. We do not express opinions on professional matters and reports outside of legal scope, such as industry, technology, finance, accounting, auditing, asset appraisal, credit rating, financial analysis, investment decisions, business development, etc. It should be emphasized that our firm does not possess the skills to make judgments on the aforementioned professional matters and their consequences. Any citation of data and conclusions in financial statements, audit reports, and asset appraisal reports within this Legal Opinion does not imply any express or implied confirmation or guarantee of the truthfulness, accuracy, or completeness of such data and conclusions by our lawyers.