Legal Opinion
To: Shenzhen Yilian Technology Co., Ltd.
Shanghai Allbright Law Offices (hereinafter referred to as "the Firm") has been retained by Shenzhen Yilian Technology Co., Ltd. (hereinafter referred to as "the Issuer" or "the Company" or "Yilian Technology") and, pursuant to the "Legal Advisor Engagement Agreement for the Issuance of Convertible Corporate Bonds to Unspecified Targets" signed between the Issuer and the Firm, acts as the special legal counsel for the Issuer's issuance of convertible corporate bonds to unspecified targets (hereinafter referred to as "this Offering").
The Firm hereby issues this Legal Opinion in accordance with the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Administrative Measures for the Registration of Securities Issuances by Listed Companies" (hereinafter referred to as the "Registration Measures"), and other relevant laws, regulations, rules, and normative documents, concerning matters related to this Offering.
Statement of Matters
One, the Firm and the lawyers handling this matter have strictly performed their statutory duties in accordance with the "Securities Law," the "Administrative Measures for Securities Legal Services of Law Firms," the "Practice Rules for Securities Legal Services of Law Firms (Trial)," the "Rules for the Preparation and Submission of Information Disclosure by Publicly Offered Securities Companies No. 12 - Legal Opinions and Lawyer's Reports on Publicly Offered Securities," and other relevant laws, regulations, rules, and normative documents, as well as facts that have occurred or existed prior to the issuance date of this Legal Opinion. They have conducted thorough verification and assurance, ensuring that the facts identified in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, free from any false statements, misleading representations, or material omissions, and they bear corresponding legal responsibilities.
Two, the Firm and the lawyers handling this matter shall only express opinions on legal issues related to the Issuer's Offering. They shall not express opinions on professional matters such as accounting, auditing, asset valuation, or internal controls. Any citation of data and conclusions from accounting reports, audit reports, asset valuation reports, and internal control reports in this Legal Opinion and the "Lawyer's Report on the Issuance of Convertible Corporate Bonds to Unspecified Targets by Shenzhen Yilian Technology Co., Ltd." (hereinafter referred to as the "Lawyer's Report") does not imply any express or implied guarantee by the Firm regarding the truthfulness and accuracy of such data and conclusions.
Three, in this Legal Opinion, the Firm and the lawyers handling this matter determine the legality and validity of certain events based on the laws, regulations, rules, and normative documents applicable at the time such events occurred.
Four, the issuance of this Legal Opinion is based on the following assurances from the Issuer: (1) The Issuer has provided the Firm with all original written materials, copies, photocopies, confirmation letters, or certificates that the Firm required the Issuer to provide for the issuance of this Legal Opinion. (2) The documents and materials provided by the Issuer to the Firm are true, accurate, complete, and valid, without any concealment, falsification, or material omission. If the documents and materials are copies or photocopies, they are consistent with the originals.
Five, for facts that are crucial to this Legal Opinion but cannot be independently verified, the Firm will issue its legal opinion based on supporting documents issued by relevant government authorities, the Issuer, or other relevant entities.
Six, the Firm agrees that this Legal Opinion and the "Lawyer's Report" will be submitted as necessary legal documents for the Issuer's Offering, along with other materials, and the Firm is willing to bear the corresponding legal responsibilities.