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Legal Opinion of Beijing Zhong Lun Law Firm on the Issuance of Convertible Corporate Bonds to Unspecified Targets by Jin Sanjiang (Zhaoqing) Silicon Material Co., Ltd.
October 2025
To: Jin Sanjiang (Zhaoqing) Silicon Material Co., Ltd.
Beijing Zhong Lun Law Firm (hereinafter referred to as "this Firm" or "Zhong Lun") serves as the special legal counsel for Jin Sanjiang (Zhaoqing) Silicon Material Co., Ltd. (hereinafter referred to as the "Issuer" or the "Company") regarding its issuance of convertible corporate bonds to unspecified targets (hereinafter referred to as the "Issuance").
This Firm has issued this legal opinion in accordance with 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"), the Administrative Measures for the Registration of Securities Issuance by Listed Companies (hereinafter referred to as the "Registration Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the Compilation Rules for Information Disclosure by Companies Offering Securities to the Public No. 12 — Legal Opinion and Lawyer's Work Report on Public Offering of Securities, the Rules for the Review of Securities Issuance and Listing of Listed Companies on the Shenzhen Stock Exchange and the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange issued by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), as well as the Administrative Measures for Law Firms Engaging in Securities Legal Business and the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial) jointly issued by the CSRC and the Ministry of Justice of the People's Republic of China, and other relevant laws, regulations, and normative documents, following the business standards, ethical norms, and the spirit of diligence and responsibility generally accepted in the legal profession.
To issue this legal opinion, this Firm's lawyers have conducted inspections and verifications of the documents, materials, and facts related to the Issuer's Issuance in accordance with the relevant provisions of laws, administrative regulations, rules, and normative documents, as well as the requirements of this Firm's business rules, based on the principles of prudence and importance, and have listened to the statements and explanations of relevant personnel regarding the facts.
(I) Regarding the documents, materials, and statements provided by the Company, this Firm and its lawyers have obtained the following guarantees from the Company:
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All signatures and seals on the documents are authentic;
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All original documents provided to this Firm and its lawyers are authentic;
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All copies of documents provided to this Firm and its lawyers are identical to their originals, and all photocopies are consistent with their originals;
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The facts stated in such documents are true, accurate, and complete, without omissions and/or misleading information.
(II) To issue this legal opinion, this Firm's lawyers hereby make the following declarations:
- This Firm and its lawyers have strictly performed their statutory duties in accordance with the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Law Firms Engaging in Securities Legal Business (Trial), and other current laws, regulations, and normative documents of China, as well as the facts that have occurred or existed before the date of issuance of this legal opinion. We have followed the principles of diligence, responsibility, and good faith, conducted sufficient inspections and verifications, and guaranteed that the facts identified in the legal opinion and lawyer's work report issued by this Firm are true, accurate, and complete. The conclusions expressed are legal and accurate, contain no false records, misleading statements, or major omissions, and we are willing to assume corresponding legal liabilities.