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Legal Opinion of Zhejiang T&C Law Firm on the Issuance of Convertible Corporate Bonds to Unspecified Targets by Ningbo Zhenyu Technology Co., Ltd.

Ningbo Zhenyu Technology Co., Ltd.··162 pages

✨ AI Summary

This document is a legal opinion issued by Zhejiang T&C Law Firm regarding the proposed issuance of convertible corporate bonds by Ningbo Zhenyu Technology Co., Ltd. to unspecified targets. The firm evaluates the issuer's qualifications, the legality of the issuance plan, and compliance with relevant laws and regulations. This filing serves as a formal legal assessment to support the company's financing activities in the capital market.

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Full Translation

AI Translation· gemini_document

Legal Opinion

Table of Contents

Definitions 3

Part I Introduction 6

  1. Introduction to the Firm and Handling Lawyers 6

  2. Work Process for Preparing this Legal Opinion 7

  3. Statements and Undertakings of the Firm's Lawyers 8

Part II Main Body 10

  1. Approval and Authorization of this Issuance 10

  2. Subject Qualifications of the Issuer for this Issuance 12

  3. Substantive Conditions for this Issuance 13

  4. Issuance Plan and Terms of this Convertible Bond 16

  5. Credit Status of the Issuer 28

  6. Guarantees for this Convertible Bond 28

  7. Establishment of the Issuer 29

  8. Independence of the Issuer 29

  9. Share Capital and its Evolution 32

  10. Business of the Issuer 32

  11. Related Party Transactions and Competition 33

  12. Major Assets of the Issuer 34

  13. Major Creditor's Rights and Debts of the Issuer 36

  14. Major Asset Changes and Mergers and Acquisitions of the Issuer 37

  15. Formulation and Amendment of the Articles of Association 37

  16. Rules of Procedure and Standardized Operation of Shareholders' Meeting, Board of Directors, and Board of Supervisors 38

  17. Directors, Supervisors, and Senior Management of the Issuer and their Changes 38

  18. Taxation of the Issuer 39

  19. Environmental Protection, Product Quality, and Technical Standards of the Issuer 39

  20. Use of Proceeds by the Issuer 40

  21. Business Development Goals of the Issuer 41

  22. Litigation, Arbitration, or Administrative Penalties 41

  23. Evaluation of Legal Risks in the Prospectus for this Convertible Bond Issuance 42

Part III Conclusion 43

Definitions

In this legal opinion, unless the context otherwise requires, the following terms have the following meanings:

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