Legal Opinion from Chongqing Yuanwei Law Firm on the Shareholding Increase by the Controlling Shareholder of Chongqing Meilixin Technology Co., Ltd.
To: Chongqing Meilixin Technology Co., Ltd.
Chongqing Yuanwei Law Firm (hereinafter referred to as "this firm") has been entrusted by Chongqing Meilixin Technology Co., Ltd. (hereinafter referred to as "Meilixin" or "the Company") to conduct a special review and issue this legal opinion regarding the shareholding increase by the controlling shareholder, Meilixin Holdings Co., Ltd. (hereinafter referred to as "Meilixin Holdings" or "the Acquirer"). This opinion is based on the relevant provisions of 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 Acquisition of Listed Companies (hereinafter referred to as "the Acquisition Measures"), the Shenzhen Stock Exchange GEM Listing Rules, and the Self-Regulatory Guidelines No. 10 for Listed Companies on the Shenzhen Stock Exchange—Shareholding Change Management, as well as other laws, administrative regulations, rules, and normative documents.
This legal opinion only addresses legal matters related to this shareholding increase and does not provide opinions on non-legal professional matters such as accounting, auditing, evaluation, or capital verification. When such content is mentioned in this legal opinion, it is strictly quoted according to reports issued by relevant intermediaries or company documents, and does not imply any express or implied guarantee of the authenticity and accuracy of these data and conclusions by this firm or its lawyers, who do not possess the appropriate qualifications to verify or judge such content.
This firm has obtained assurances from the Company and Meilixin Holdings that they have fully provided this firm with the necessary original written materials, copies, or oral testimonies that are true, complete, and accurate for issuing this legal opinion, with no false records, misleading statements, or significant omissions. All signatures and seals on the documents provided by the Company and Meilixin Holdings are authentic, and all copies or reproductions are consistent with the originals. Furthermore, all facts and documents that could affect this shareholding increase or this firm's issuance of the legal opinion have been disclosed to this firm without any concealment or omission.
This legal opinion is issued based on facts that have occurred or existed prior to the issuance date, in accordance with the laws, regulations, rules, and normative documents effective in China at that time or currently. The understanding and judgment of the lawyers of this firm regarding the facts involved in this legal opinion ultimately rely on the documents, materials, and statements, explanations, confirmations, and commitments provided by the Company and Meilixin Holdings, who have assured the authenticity, completeness, and accuracy of these.
For facts that are crucial for issuing this legal opinion but cannot be supported by independent evidence, this firm relies on proof documents issued by relevant authorities, parties involved in this shareholding increase, or other relevant units, as well as publicly available information from government authorities' websites to issue this legal opinion. This legal opinion is intended solely for the purpose of this shareholding increase and may not be used for any other purpose without prior written permission from this firm. This legal opinion should be used as a whole and should not be quoted or dissected in a manner that could lead to ambiguity or misinterpretation.
This firm agrees to submit this legal opinion as a necessary legal document for this shareholding increase, along with other declaration materials, to the Shenzhen Stock Exchange for announcement.
In light of the above, this firm hereby issues the following legal opinions: