Legal Opinion
Beijing Zhong Lun Law Firm
Regarding the Private Placement of A Shares by Yinchuan Weili Transmission Technology Co., Ltd.
To: Yinchuan Weili Transmission Technology Co., Ltd.
Beijing Zhong Lun Law Firm (hereinafter referred to as "the Firm" or "Zhong Lun") has been engaged by Yinchuan Weili Transmission Technology Co., Ltd. (hereinafter referred to as "the Issuer" or "the Company") as its special legal advisor for the private placement of A shares (hereinafter referred to as "this Offering"). Based on 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 "Administrative Measures for Securities Issuance Registration" (hereinafter referred to as "Registration Measures"), and other relevant regulations, the Firm has conducted reasonable and necessary investigations and verifications of the matters related to this Offering and the information, documents, and facts provided or disclosed by the Issuer, as well as the legal issues involved. This Legal Opinion is issued based on these efforts.
For the purpose of issuing this Legal Opinion, the Firm's lawyers have conducted investigations and verifications in accordance with the provisions of relevant laws, administrative regulations, and normative documents. The scope of investigation and verification includes, but is not limited to, the approval and authorization of this Offering, the Issuer's eligibility for this Offering, the substantive conditions of this Offering, the Issuer's establishment, the Issuer's independence, the Issuer's shareholders and actual controllers, the Issuer's share capital and its evolution, the Issuer's business, related party transactions and competition, the Issuer's main assets, the Issuer's significant debts and credits, major changes in the Issuer's assets and acquisitions, the formulation and amendment of the Issuer's articles of association, the rules of procedure and standardized operation of the Issuer's shareholders' meetings, board of directors' meetings, and supervisory board meetings, changes in the Issuer's directors, supervisors, and senior management, the Issuer's taxation, the Issuer's environmental protection and product quality, technology standards, the use of the Issuer's raised funds, the Issuer's business development goals, and litigation, arbitration, or administrative penalties.
Before conducting the investigation and verification, the Firm's lawyers prepared an investigation and verification plan in accordance with the "Administrative Measures for Securities Law Firms Engaging in Securities Legal Business," outlining the matters to be investigated and verified, the investigation procedures, and the investigation methods, and made appropriate adjustments based on the progress of the investigation.
During the investigation and verification process, based on the principle of professional division of labor and due diligence, the Firm's lawyers exercised special diligence as securities legal professionals for domestic legal matters and ordinary diligence for non-legal matters such as finance, accounting, and valuation. Where the preparation and issuance of this Legal Opinion and the Lawyer's Work Report rely on the foundational work or professional opinions of the sponsor and other securities service institutions, the Firm's lawyers maintained professional skepticism and conducted necessary investigations and reviews in accordance with relevant regulations to form a reasonable belief.