Legal Opinion of Shanghai Junlan Law Firm on the Third Employee Stock Ownership Plan (Draft) of Alter Automotive Technology Co., Ltd.
To: Alter Automotive Technology Co., Ltd.
Shanghai Junlan Law Firm (hereinafter referred to as "this firm") has been entrusted by Alter Automotive Technology Co., Ltd. (hereinafter referred to as "Alter" or "the Company") to issue this legal opinion regarding the "Third Employee Stock Ownership Plan (Draft)" (hereinafter referred to as "this Employee Stock Ownership Plan" or "the Draft Plan") in accordance with the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on Pilot Implementation of Employee Stock Ownership Plans by Listed Companies (hereinafter referred to as "the Pilot Guidelines"), the Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 2 - Normative Operation of Growth Enterprise Market Listed Companies (hereinafter referred to as "the Regulatory Guidelines"), and the Articles of Association of Alter Automotive Technology Co., Ltd. (hereinafter referred to as "the Articles of Association").
The lawyers of this firm declare the following regarding this legal opinion:
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The lawyers of this firm have strictly fulfilled their statutory duties in accordance with the Securities Law of the People's Republic of China, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Provisional Rules for the Practice of Securities Legal Business by Law Firms, and have conducted sufficient verification of facts that occurred or existed prior to the issuance date of this legal opinion. They have ensured that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions drawn are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.
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This firm has received the following assurances from Alter: Alter has provided all necessary documents for the issuance of this legal opinion, all documents are true, complete, legal, and valid, copies or reproductions of all documents are consistent with the originals, and all signatures and seals on the documents are authentic; all facts and documents that could affect the legal judgments made by this firm's lawyers have been disclosed, with no concealment, misleading, or omissions.
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The lawyers of this firm only express opinions on the legal matters related to the Company's Employee Stock Ownership Plan and do not express opinions on the rationality of the value of the subjects involved in the Employee Stock Ownership Plan, assessment criteria, or other professional matters such as accounting and auditing. This firm and the handling lawyers do not have the legal qualifications to verify and make judgments on such professional matters. The references to reports, data, or professional reports related to these professional matters in this legal opinion do not imply any express or implied guarantee of the authenticity or validity of these referenced contents by this firm and the handling lawyers. This legal opinion is only for the purpose of this Employee Stock Ownership Plan and shall not be used for any other purpose. The lawyers of this firm agree to disclose this legal opinion as a necessary legal document for Alter's Employee Stock Ownership Plan along with other materials and shall bear legal responsibility for the opinions issued.
Based on sufficient verification of the relevant documents and facts provided by the Company, the lawyers of this firm issue the following legal opinions: