Address
Shanghai Jintiancheng Law Firm
501 Yincheng Middle Road, Shanghai Tower, 9/11/12 Floors, Pudong New District, Shanghai
Phone: 021-20511000
Fax: 021-20511999
Postal Code: 200120
Legal Opinion
To: Wuxi Longsheng Technology Co., Ltd.
Shanghai Jintiancheng Law Firm (hereinafter referred to as "this Firm") has been entrusted by Wuxi Longsheng Technology Co., Ltd. (hereinafter referred to as "the Company") to issue this legal opinion regarding the exemption from issuing a tender offer due to the Company's cancellation of repurchased shares and reduction of registered capital, which resulted in the controlling shareholders and actual controllers, along with their concerted actors, increasing their total shareholding from 29.84% to 30.04% (hereinafter referred to as "this acquisition").
To issue this legal opinion, this Firm and the handling lawyers declare as follows:
- This Firm issues legal opinions based solely on facts that have occurred or existed prior to the date of this legal opinion and the current laws, administrative regulations, departmental rules, and other normative documents within the People's Republic of China (hereinafter referred to as "China," for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan) as well as relevant regulations from the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shenzhen Stock Exchange.
- This Firm has received assurances from all parties involved in this acquisition: that all parties have provided true original written materials, copies, or explanations deemed necessary by this Firm's lawyers for issuing this legal opinion; that the documents or explanations provided to this Firm are true, accurate, complete, and valid, with no concealment, omissions, falsehoods, or misleading information; and that copies or reproductions of documents are consistent with the originals.
- For facts critical to issuing this legal opinion that cannot be independently substantiated, this Firm relies on certification documents issued by relevant government departments or other relevant units.
- This Firm only expresses legal opinions on Chinese legal issues related to the acquirer for the purpose of this acquisition and does not comment on other professional matters such as accounting, auditing, or evaluation. Any references to accounting, auditing, or evaluation in this legal opinion are strictly quoted according to reports issued by relevant intermediaries and explanations from the acquirer. The references made by this Firm's lawyers to certain data and conclusions in relevant professional explanations do not imply any express or implied guarantee of the authenticity and accuracy of such data and conclusions. This Firm does not possess the appropriate qualifications to verify and evaluate the content of such documents.
- This Firm agrees to submit this legal opinion as part of the documents related to this acquisition, along with other information disclosure materials, and shall bear corresponding legal responsibilities for the legal opinions issued.
- This legal opinion is for the exclusive use of the acquirer for the purpose of this acquisition and may not be used for any other purpose or use without this Firm's written consent.
Based on the above, this Firm's lawyers, in accordance with the requirements of laws, regulations, and normative documents, and following the recognized business standards, ethical norms, and due diligence spirit of the legal profession, after fully verifying and validating the relevant documents and facts provided by the Company, hereby issue the following legal opinion: