Legal Opinion Letter
To: China Automotive Research and Test Center Co., Ltd.
JunHe Law Offices (hereinafter referred to as "this firm" or "JunHe") has been entrusted by China Automotive Research and Test Center Co., Ltd. (hereinafter referred to as "the issuer" or "the company") to act as the special legal advisor for the issuer's issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as "this issuance"). 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, the Management Measures for Securities Legal Services by Law Firms (hereinafter referred to as "the Securities Legal Services Management Measures"), the Trial Implementation Rules for Law Firms Engaging in Securities Legal Services (hereinafter referred to as "the Securities Legal Services Implementation Rules"), and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and in accordance with the recognized business standards, ethical norms, and diligence principles of the Chinese legal profession, this legal opinion letter is issued.
To issue this legal opinion letter, the lawyers of this firm have prepared and implemented a verification plan in accordance with the Securities Legal Services Management Measures and the Securities Legal Services Implementation Rules, reviewed the relevant documents that need to be examined as required, and other documents that the lawyers of this firm believe are necessary for issuing this legal opinion letter. At the same time, the lawyers of this firm have inquired and discussed with the shareholders, directors, and senior management of the issuer regarding relevant matters, and have reasonably and adequately utilized methods including but not limited to on-site investigations, face-to-face interviews, written reviews, and inquiries to verify and confirm relevant facts.
During the aforementioned investigation process, this firm and its lawyers received the following written assurances from the issuer: the issuer has provided all original written materials, copies, confirmations, proofs, or oral testimonies that this firm and its lawyers believe are necessary for issuing this legal opinion letter; the documents and the facts stated therein are true, accurate, and complete, with no concealment, false statements, significant omissions, or misleading statements; if the documents are copies or photocopies, they are completely consistent with the originals, and the signatures and seals on the documents are true and valid; the validity of the originals and originals of the documents has not been revoked by relevant government departments during their validity period; for facts that are crucial for issuing this legal opinion letter but cannot be independently supported by evidence, this firm and its lawyers rely on the proof documents issued by relevant government departments, the issuer, or other relevant units to make judgments.
This firm and its lawyers have strictly fulfilled their statutory duties in accordance with the Securities Law, the Securities Legal Services Management Measures, and the Securities Legal Services Implementation Rules, and have conducted sufficient verification to ensure that the facts recognized in this legal opinion letter are true, accurate, and complete, and that the conclusive opinions expressed are legal and accurate, with no false records, misleading statements, or significant omissions, and bear corresponding legal responsibilities.