To: Shuiyang Group Co., Ltd.
Hunan Qiyuan Law Firm (hereinafter referred to as "the Firm") has been entrusted by Shuiyang Group Co., Ltd. (hereinafter referred to as "the Company") to issue this legal opinion on matters related to the Company's early redemption of convertible bonds (hereinafter referred to as "the Redemption").
The Firm's lawyers, in accordance with 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 "Measures for the Administration of Convertible Corporate Bonds" (hereinafter referred to as "Administration Measures"), the "Shenzhen Stock Exchange GEM Stock Listing Rules," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guide No. 15 - Convertible Corporate Bonds" (hereinafter referred to as "Supervision Guide No. 15"), and other relevant current Chinese laws, regulations, and normative documents, hereby issue this legal opinion.
The Firm's lawyers declare as follows:
(I) The Firm's lawyers have, as of the date of this legal opinion, strictly performed their statutory duties based on facts that have already occurred or exist, adhered to the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in this legal opinion are true, accurate, and complete. The conclusions expressed are legal and accurate, free from any false records, misleading statements, or material omissions, and the Firm assumes corresponding legal responsibility.
(II) This legal opinion is based on the premise that the Company has committed that all original documents provided to the Firm and the copies verified by the Firm to be consistent with the originals are true, complete, and reliable, without any concealment, falsification, or material omissions.
(III) This legal opinion expresses legal opinions solely on the Company's Redemption in accordance with the law and does not express opinions on matters of accounting, finance, or other non-legal professional issues involved. While the Firm has exercised due diligence in citing relevant financial data or conclusions in this legal opinion, such citations should not be construed as an express or implied guarantee by the Firm of the truthfulness and accuracy of these data or conclusions.
(IV) The Firm agrees that this legal opinion may be used as a necessary legal document for the Company's Redemption, to be submitted or announced along with other materials, and the Firm shall bear corresponding legal responsibilities in accordanceance with the law.
(V) This legal opinion is intended solely for the purpose of the Company's Redemption and may not be used by any person for any other purpose.
Therefore, in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, the Firm's lawyers hereby express their legal opinions on the Redemption as follows:
I. Issuance and Listing of "Shuiyang Convertible Bonds" for Redemption and Listing Status
(I) Company's Internal Approval and Authorization
- On April 26, 2022, the issuer held the first extraordinary meeting of the second board of directors in 2022, which deliberated and approved proposals including the proposal on the Company meeting the conditions for issuing convertible bonds to non-specific targets, the proposal on the Company's plan for issuing convertible bonds to non-specific targets, the proposal on the Company's preliminary plan for issuing convertible bonds to non-specific targets, the proposal on the analysis report for issuing convertible bonds to non-specific targets, the proposal on the feasibility analysis report for the use of funds raised from issuing convertible bonds to non-specific targets, the proposal on formulating the "Rules of Procedure for Holders' Meetings of Convertible Bonds," the proposal on the dilution of immediate returns and measures to fill the gap from issuing convertible bonds to non-specific targets, the report on the use of funds from the previous issuance, and the proposal requesting the authorization of the general meeting of shareholders to authorize the board of directors and its authorized personnel to handle matters related to the issuance of convertible bonds to non-specific targets, and the proposal requesting the convening of the 2021 annual general meeting of shareholders.