Beijing Chang An Law Firm
Legal Opinion
Regarding Kangtai Medical Systems (Qinhuangdao) Co., Ltd.'s Convertible Bond Put Option
To: Kangtai Medical Systems (Qinhuangdao) Co., Ltd.
Beijing Chang An Law Firm (hereinafter referred to as the "Firm") has been entrusted by Kangtai Medical Systems (Qinhuangdao) Co., Ltd. (hereinafter referred to as the "Company" or "Kangtai Medical") to issue this Legal Opinion regarding the put option for the Company's convertible corporate bonds (hereinafter referred to as the "Put Option") in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Shenzhen Stock Exchange GEM Stock Listing Rules (hereinafter referred to as the "Listing Rules"), the Measures for the Administration of Convertible Corporate Bonds (hereinafter referred to as the "Administration Measures"), the Shenzhen Stock Exchange Listed Company Self-Regulatory Guidelines No. 15—Convertible Corporate Bonds (hereinafter referred to as the "Self-Regulatory Guidelines No. 15"), and other relevant national laws, regulations, rules, and normative documents, as well as the relevant provisions of the Prospectus for the Offering of Convertible Corporate Bonds by Kangtai Medical Systems (Qinhuangdao) Co., Ltd. to Unspecified Targets (hereinafter referred to as the "Prospectus").
The Firm hereby makes the following declarations for the purpose of issuing this Legal Opinion:
I. The Firm and the Firm's lawyers have strictly performed their statutory duties in accordance with the provisions of the Securities Law, the Administrative Measures for Securities Legal Business of Law Firms, the Practice Rules for Securities Legal Business of Law Firms (Trial), and other current Chinese laws, regulations, and normative documents, and based on facts that have occurred or existed prior to the issuance of this Legal Opinion. They have followed the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and they bear corresponding legal responsibilities.
II. The Firm's lawyers shall only express legal opinions based on facts that have existed or occurred prior to the issuance of this Legal Opinion and on current effective Chinese laws, regulations, departmental rules, and normative documents.
III. During the verification process, the Firm's lawyers have obtained the following assurances from the Company: the Company has provided all necessary, true, original written materials, copies, or duplicates that are required for the Firm's lawyers to issue this Legal Opinion. All facts and documents that could affect this Legal Opinion have been disclosed to the Firm without any concealment, falsehood, omission, or misrepresentation. The Company guarantees that the aforementioned documents and materials are true, accurate, complete, and valid, and that all signatures and seals on the documents and materials are genuine, and all copies or duplicates are consistent with the originals or the genuine documents.
IV. For facts that are crucial to the issuance of this Legal Opinion but cannot be independently verified, the Firm's lawyers will rely on certificates issued or provided by relevant government departments and other public institutions as the basis for issuing this Legal Opinion.
V. The Firm's lawyers shall only express legal opinions on legal issues related to the Put Option and shall not comment on accounting, auditing, or other professional matters. When referring to the content of relevant reports in this Legal Opinion, it is only for the purpose of citing such reports and does not indicate that the Firm's lawyers have made any judgment or guarantee regarding the truthfulness, accuracy, or legality of such content.