King & Wood Mallesons
Legal Opinion on the Exemption of the Actual Controller and Persons Acting in Concert of Suzhou Xianglou New Material Co., Ltd. from the Tender Offer Obligation
To: Suzhou Xianglou New Material Co., Ltd.
King & Wood Mallesons (hereinafter referred to as "we" or "the Firm") was engaged by Suzhou Xianglou New Material Co., Ltd. (hereinafter referred to as "the Issuer" or "the Company") to act as special legal counsel for the Company's issuance of shares to specific targets (hereinafter referred to as "this Issuance"). In accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Administrative Measures for the Takeover of Listed Companies (hereinafter referred to as "the Takeover Measures"), the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (Trial), and other applicable laws, administrative regulations, rules, and normative documents of the People's Republic of China (including Hong Kong SAR, Macau SAR, and Taiwan, for the purpose of this legal opinion, "China" refers to mainland China) and the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as "the CSRC"), we hereby issue this "King & Wood Mallesons Legal Opinion on the Exemption of the Actual Controller and Persons Acting in Concert of Suzhou Xianglou New Material Co., Ltd. from the Tender Offer Obligation" (hereinafter referred to as "this Legal Opinion") regarding the exemption of Qian Hesheng and Suzhou Hesheng Holdings Co., Ltd. (hereinafter referred to as "Hesheng Holdings"; Qian Hesheng and Hesheng Holdings are collectively referred to as "the Subscribers") from the tender offer obligation in connection with their subscription for shares issued by the Issuer to specific targets (hereinafter referred to as "this Subscription").
We and our acting lawyers have strictly performed our statutory duties and adhered to the principles of diligence and good faith, based on the aforementioned laws, regulations, and the facts that have occurred or existed prior to the date of this Legal Opinion, to ensure that the facts recognized in this Legal Opinion are true, accurate, and complete, and that the opinions expressed are legal and accurate, free from false records, misleading statements, or material omissions, and we assume corresponding legal liability.
To issue this Legal Opinion, we have reviewed the documents provided by the Company related to this Subscription, including relevant records, materials, and certificates, and have verified the facts and legal matters involved. The Company has guaranteed to us that it has disclosed all facts that could affect the issuance of this Legal Opinion and has provided all original written materials, copies, photocopies, letters of commitment, or certificates requested by us, with no concealment, false statements, or material omissions. The documents and materials provided to us are true, accurate, complete, and effective, and copies or photocopies are consistent with the originals.
We express our opinions based only on the currently effective laws and regulations within China and do not express opinions based on any laws outside of China. In this Legal Opinion, we only express opinions on legal issues related to the exemption from the tender offer obligation for the Issuer's actual controller and persons acting in concert regarding this Subscription, and do not express opinions on non-legal matters such as accounting and auditing. When citing certain data and conclusions from professional reports such as accounting reports and audit reports, we have fulfilled the necessary duty of care, but such citations do not constitute any express or implied guarantee by us regarding the truthfulness and accuracy of such data and conclusions. For facts that are crucial to the issuance of this Legal Opinion but cannot be supported by independent evidence, we rely on explanations or certificates issued by relevant government departments, the Company, or other relevant units.