Legal Opinion
Basis for Issuing the Legal Opinion
Shanghai Brightstone Lawyers (hereinafter referred to as the "Firm") is a law firm with legal practice qualifications in the People's Republic of China (hereinafter referred to as "China"). Pursuant to the special legal advisor engagement letter signed by the Firm and Hangzhou Pin Geng Network Technology Co., Ltd. (hereinafter referred to as the "Acquirer" or "Hangzhou Pin Geng"), the Firm is the special legal advisor specially engaged by the Acquirer.
The Firm, in accordance with the effective laws, administrative regulations, departmental rules, and normative documents of China, including 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"), and the "Administrative Measures for the Takeover of Listed Companies" (hereinafter referred to as the "Takeover Measures"), and the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and in accordance with the business standards, ethical norms, and diligence and conscientiousness generally accepted by the legal profession, hereby issues this legal opinion on the legal matters related to the "Report on the Takeover Offer" compiled by the Acquirer for this takeover offer.
Statement of the Firm's Lawyers
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The Firm's lawyers are issuing this legal opinion in accordance with the provisions of the effective laws, administrative regulations, departmental rules, and normative documents of China that have been publicly issued and are in effect, including the "Company Law," "Securities Law," "Takeover Measures," and the "Administrative Measures for Law Firms Engaging in Securities Legal Business" and the "Practice Rules for Law Firms Engaging in Securities Legal Business (Trial)," as well as facts that have occurred or exist prior to the issuance of this legal opinion and are known to the Firm's lawyers.
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To issue this legal opinion, the Firm's lawyers have reviewed the original, duplicate, or scanned copies and photocopies of the relevant documents provided by the Acquirer, and have conducted necessary investigations and inquiries on relevant legal matters. The Acquirer has guaranteed to the Firm's lawyers for the issuance of this legal opinion that: (1) it has provided the Firm with all the original, duplicate, or scanned copies and photocopies of the documents and relevant oral statements required for the issuance of this legal opinion; and has guaranteed that the provided documents and statements are true, accurate, and complete, and do not contain any false statements, misleading statements, or material omissions or concealments; the photocopies of the documents are identical to the originals, and the signatures and/or seals on the documents are all genuine, and the signatories of the documents have been legally authorized and have effectively signed these documents; all facts and documents affecting this legal opinion have been disclosed to the Firm's lawyers without any concealment or omission.
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The Firm's lawyers have strictly performed their statutory duties, adhered to the principles of diligence and conscientiousness and good faith, conducted a thorough investigation and verification of the legal matters involved in the "Report on the Takeover Offer," and ensured that this legal opinion does not contain any false records, misleading statements, or material omissions.
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For facts that cannot be fully investigated or independently evidenced due to objective limitations related to the issuance of this legal opinion, the Firm's lawyers have issued opinions based on the certifications provided by relevant government departments, relevant parties to the takeover offer, or other relevant entities, and have fulfilled their general duty of care for non-legal matters.
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This legal opinion only expresses legal opinions on the legal issues related to the takeover offer. Where it cites opinions issued by professional institutions such as auditing and asset appraisal firms, the Firm's lawyers have reasonably relied on them in performing necessary investigation and review work, and have exercised their general duty of care.