To: Changzhou China-UK Technology Co., Ltd.
Shanghai AllBright Law Offices (hereinafter referred to as "the Firm") has been retained by Changzhou China-UK Technology Co., Ltd. (hereinafter referred to as "the Company" or "China-UK Technology") and, pursuant to the "Special Legal Services Agreement" signed between China-UK Technology and the Firm, serves as the special legal advisor for China-UK Technology's major asset purchase and connected transaction matters (hereinafter referred to as "this Transaction").
In accordance with the requirements of the China Securities Regulatory Commission's "Regulatory Rule Application Guidelines - Listed Companies No. 1," specifically section "1-11 Requirements for Due Diligence on Abnormal Performance or Asset Disposal Before Company Restructuring," and adhering to the generally accepted professional standards, ethical norms, and diligent and conscientious spirit of the legal profession, the Firm has conducted due diligence on the abnormal performance or asset disposal situations of China-UK Technology prior to its major asset restructuring and hereby issues the "Special Due Diligence Opinion of Shanghai AllBright Law Offices on Abnormal Performance or Asset Disposal Before Restructuring of Changzhou China-UK Technology Co., Ltd." (hereinafter referred to as "this Due Diligence Opinion").
The Firm and its lawyers make the following declarations regarding this Due Diligence Opinion:
-
The Firm and its lawyers, in accordance with the "Securities Law of the People's Republic of China," the "Measures for the Administration of Securities Legal Business of Law Firms," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance of this Due Diligence Opinion, have diligently performed their statutory duties, adhered to the principles of diligence, conscientiousness, and good faith, conducted thorough verification, and ensured that the facts identified in this Due Diligence Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, free from any false statements, misleading representations, or material omissions, and assume corresponding legal liabilities.
-
This Due Diligence Opinion only expresses legal opinions on facts that have occurred or existed prior to the date of issuance and are related to this Transaction. The understanding and judgment of the lawyers of the Firm regarding the facts involved in this Due Diligence Opinion ultimately rely on the documents, materials, and statements provided by the relevant parties. Prior to the issuance of this Due Diligence Opinion, the client and related transaction parties have guaranteed to the Firm and its lawyers that the documents, materials, and statements provided are true, complete, and accurate, and are free from false statements, misleading representations, or material omissions. Where documents are copies or duplicates, their content is consistent with the originals. The signatories of all submitted documents have full civil capacity, and their signatures have been duly and effectively authorized. During the investigation, for documents that the Firm's lawyers deem crucial for issuing this Due Diligence Opinion, the lawyers have verified the originals. For facts that are crucial and cannot be independently verified, the Firm's lawyers have relied on certificates issued by relevant government departments, the Company, or other entities, or reports from relevant professional institutions to express their legal opinions.
-
This Due Diligence Opinion is intended solely for the purpose of this Transaction by the Company. It may not be used for any other purpose without the Firm's written consent.
-
The Firm agrees that this Due Diligence Opinion will be used as a necessary legal document for the Company's Transaction and will be submitted along with other materials. The Firm will bear the corresponding legal responsibility for the opinions expressed in this Due Diligence Opinion.
Unless otherwise specified, the abbreviations and definitions used in this Special Due Diligence Opinion are the same as those in the "Legal Opinion of Shanghai AllBright Law Offices on the Major Asset Purchase and Connected Transaction of Changzhou China-UK Technology Co., Ltd."