AllBright Law Offices
Regarding Changzhou Zhongying Technology Co., Ltd.
Major Asset Purchase and Related Party Transaction
Legal Opinion
Address: 9/11/12th Floor, Shanghai Tower, 501 Yincheng Middle Road, Pudong New Area, Shanghai
Tel: 021-20511000 Fax: 021-20511999
Postal Code: 200120
Table of Contents
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Declarations
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Definitions
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Main Text
I. Plan for this Major Asset Restructuring
II. Subject Qualifications of Relevant Parties to this Major Asset Restructuring
III. Relevant Contracts and Agreements for this Major Asset Restructuring
IV. Approvals and Authorizations for this Major Asset Restructuring
V. Status of the Target Assets for this Major Asset Restructuring
VI. Handling of Creditor's Rights and Debts and Employee Placement Involving this Major Asset Restructuring
VII. Related Party Transactions and Horizontal Competition
VIII. Information Disclosure
IX. Trading of Shares by Relevant Parties to this Transaction
X. Substantive Conditions for this Major Asset Restructuring
XI. Securities Service Institutions
XII. Conclusion
- Attachments
Attachment I: Management System Certification Certificates Obtained by the Target Company and its Subsidiaries as of the End of the Reporting Period
Attachment II: Patents Authorized to the Target Company as of the End of the Reporting Period
Legal Opinion on the Major Asset Purchase and Related Party Transaction of Changzhou Zhongying Technology Co., Ltd.
Reference No.: 01F20261367
To: Changzhou Zhongying Technology Co., Ltd.
AllBright Law Offices (hereinafter referred to as "this Firm") was engaged by Changzhou Zhongying Technology Co., Ltd. (hereinafter referred to as the "Listed Company" or "Zhongying Technology") and, in accordance with the "Special Legal Service Contract" signed between Zhongying Technology and this Firm, serves as the special legal counsel for Zhongying Technology's major asset purchase and related party transaction.
This legal opinion is issued in accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for Major Asset Restructuring of Listed Companies," the "Regulatory Guidelines for Listed Companies No. 9 — Regulatory Requirements for the Planning and Implementation of Major Asset Restructuring by Listed Companies," and other relevant Chinese laws, regulations, rules, and the relevant provisions of the China Securities Regulatory Commission.
Declarations
I. This Firm and the lawyers handling this matter have strictly performed their statutory duties in accordance with the "Securities Law of the People's Republic of China," the "Administrative Measures for the Practice of Securities Legal Business by Law Firms," the "Practice Rules for Securities Legal Business by Law Firms (Trial)," and other regulations, as well as the facts that occurred or existed prior to the date of issuance of this legal opinion. We have followed the principles of diligence and good faith, conducted sufficient verification, and ensured that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without false records, misleading statements, or major omissions.
II. This legal opinion only expresses legal opinions on facts that occurred or existed prior to the date of issuance and are related to this major asset restructuring in accordance with relevant Chinese laws and regulations, and does not express opinions on professional matters such as accounting, auditing, asset appraisal, and investment decision-making. The citation of certain data and conclusions in professional reports such as audit reports, capital verification reports, asset appraisal reports, and profit forecast review reports (if any) in this legal opinion does not mean that this Firm makes any express or implied guarantee regarding the truthfulness and accuracy of such data and conclusions. This Firm does not have the appropriate qualifications to verify and evaluate such data and conclusions.