Shanghai Chengming Zezheng Law Firm
Regarding
Xiamen Jiarong Technology Co., Ltd. Issuance of Shares to Purchase Assets and Raise Supporting Funds and Special Verification Opinion on the Self-Inspection Report of Related Parties' Stock Trading in Connected Transactions
To: Xiamen Jiarong Technology Co., Ltd.
Part One: Introduction
I. Basis for Issuing This Special Verification Opinion
Shanghai Chengming Zezheng Law Firm (hereinafter referred to as "the Firm") was appointed as the special legal advisor for Xiamen Jiarong Technology Co., Ltd. (hereinafter referred to as "Jiarong Technology" or "the Company" or "the Listed Company") in its issuance of shares to purchase assets and raise supporting funds (hereinafter referred to as "this Transaction" or "this Restructuring"), pursuant to the "Non-Litigation Legal Services委托协议" signed with Jiarong Technology. The Firm has prepared this Special Verification Opinion in accordance with the Company Law, the Securities Law, the Administrative Measures for Major Asset Restructuring of Listed Companies, the Practice Rules for Securities Legal Services, the "No. 26 Format Rules for Public Issuance of Securities by Companies – Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "No. 26 Format Rules"), the "Guideline for Supervision and Administration – Listed Companies No. 1," and other laws, regulations, rules, normative documents, and relevant regulations of the China Securities Regulatory Commission, and in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession.
II. Declarations Regarding the Issuance of This Special Verification Opinion
In issuing this Special Verification Opinion, the Firm's lawyers hereby make the following statements:
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The Firm's lawyers shall only express legal opinions on legal issues related to this Transaction, based on facts that have occurred or existed prior to the date of issuance of this Special Verification Opinion, and solely in accordance with the currently effective laws, administrative regulations, rules, normative documents, and relevant regulations of the China Securities Regulatory Commission. No legal opinions shall be expressed based on any laws outside of China. Where foreign laws must be cited, opinions from foreign legal service institutions shall be used.
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The Firm's lawyers, in accordance with the Securities Law, the Administrative Measures for Securities Legal Services, and the Practice Rules for Securities Legal Services, have strictly performed their statutory duties regarding facts that have occurred or existed prior to the issuance date of this Special Verification Opinion. They have followed the principles of diligence, conscientiousness, and good faith, conducted thorough investigations, and ensured that the facts identified in the legal opinion are true, accurate, and complete. The conclusions expressed are legal, accurate, and free from any false statements, misleading statements, or material omissions, and they bear corresponding legal responsibilities.
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The Firm's lawyers agree to submit this Special Verification Opinion as a mandatory legal document for the Company's application for this Transaction, along with other materials. The Firm's lawyers agree that the Company may cite or quote relevant content from this Special Verification Opinion in the legal documents it prepares for the application for this Transaction, or as required by the review authority, provided that such citation does not cause any ambiguity or misinterpretation of the legal meaning.