Beijing Deheng (Hangzhou) Law Offices
Legal Opinion on the Redemption of Convertible Bonds of Mars Appliance Co., Ltd.
To: Mars Appliance Co., Ltd.
Beijing Deheng (Hangzhou) Law Offices, commissioned by Mars Appliance Co., Ltd. (hereinafter referred to as the "Company"), based on the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Measures for the Administration of Convertible Corporate Bonds" (hereinafter referred to as the "Administrative Measures"), the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 15 - Convertible Corporate Bonds" (hereinafter referred to as the "Supervision Guidelines No. 15"), and other relevant laws, regulations, and normative documents, and in accordance with the "Administrative Measures for Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms (Trial)" and other self-regulatory rules, hereby issues this legal opinion on matters related to the Company's redemption of convertible corporate bonds (hereinafter referred to as "this redemption").
For the purpose of issuing this legal opinion, the lawyers of this firm have reviewed the "Prospectus for the Issuance of Convertible Corporate Bonds to Unspecified Objects by Mars Appliance Co., Ltd." (hereinafter referred to as the "Prospectus"), the "Rules of the Bondholder Meeting of Mars Appliance Co., Ltd. Convertible Corporate Bonds" (hereinafter referred to as the "Meeting Rules"), and other documents and materials related to this redemption, and have obtained the following assurances from the Company: All documents and materials provided by the Company to this firm, and all statements and explanations made by the Company, are complete, true, and effective, and all facts and documents that could affect this legal opinion have been disclosed to this firm without any concealment or material omission; all signatures and seals on the documents provided by the Company are genuine, and the copies, photocopies, or faxed copies of the documents are consistent with the originals.
The lawyers of this firm shall only conduct legal review of facts that have occurred or exist before the date of issuance of this legal opinion and shall express legal opinions, and shall not express opinions on accounting, auditing, asset appraisal, and other professional matters. Any quotation of certain content in the accounting statements, audit reports, and asset appraisal reports in this legal opinion does not indicate that the lawyers of this firm have made any judgment or guarantee regarding the truthfulness, accuracy, and legality of such content.
The lawyers of this firm, in accordance with the "Administrative Measures for Securities Legal Business of Law Firms" and the "Practice Rules for Securities Legal Business of Law Firms," and based on facts that have occurred or exist before the date of issuance of this legal opinion, have strictly performed their statutory duties, adhered to the principles of diligence, diligence, and good faith, conducted thorough verification and validation, and ensured that the facts determined in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, with no false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.
This legal opinion is for the Company's use in convening this redemption only and shall not be used for any other purpose.