Haiwen & Partners
Legal Opinion on the Verification of Investors Participating in Strategic Allotment for the Initial Public Offering and Listing of Suzhou Greencontrol Transmission Technology Co., Ltd. on the ChiNext Market of the Shenzhen Stock Exchange
To: China International Capital Corporation Limited
Suzhou Greencontrol Transmission Technology Co., Ltd. (hereinafter referred to as the "Issuer" or the "Company") has applied for an initial public offering of shares and listing on the ChiNext market of the Shenzhen Stock Exchange (hereinafter referred to as the "Offering"). The Offering is conducted through a combination of directed allotment to strategic investors (hereinafter referred to as "Strategic Allotment"), offline inquiry-based allotment to qualified investors, and online pricing-based issuance to qualified public investors. China International Capital Corporation Limited (hereinafter referred to as "CICC," "Sponsor," or "Lead Underwriter") serves as the sponsor and lead underwriter for the Offering. Beijing Haiwen & Partners (hereinafter referred to as "we" or "our firm") has been engaged by the lead underwriter to issue this legal opinion regarding whether the allotment qualifications of the investors participating in the Strategic Allotment comply with the requirements of laws and regulations (hereinafter referred to as the "Legal Opinion").
To issue this Legal Opinion, our firm has reviewed the necessary documents provided by the lead underwriter and the investors participating in the Strategic Allotment in accordance with our requirements, and has obtained the following guarantees from the lead underwriter and the participating investors: all licenses, certificates, and other documents provided for the purpose of the Strategic Allotment are authentic, complete, valid, and legal.
Based on the review of the aforementioned documents, our firm has conducted a verification of matters related to the Strategic Allotment in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Initial Public Offerings, the Administrative Measures for Securities Issuance and Underwriting, the Rules for the Underwriting Business of Initial Public Offerings, the Implementation Rules for the Issuance and Underwriting of Initial Public Offerings on the Shenzhen Stock Exchange (hereinafter referred to as the "Implementation Rules for Issuance and Underwriting"), and other relevant laws, regulations, and business rules of the Shenzhen Stock Exchange (collectively referred to as the "Relevant Applicable Rules"), as well as the regulatory opinions of the Shenzhen Stock Exchange.
Our firm hereby makes the following statement:
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For facts that are crucial to the issuance of this Legal Opinion but cannot be supported by independent evidence, our firm relies on the supporting documents or oral statements provided by regulatory agencies, the Issuer, the lead underwriter, the investors participating in the Strategic Allotment, or other relevant institutions, as well as information disclosed on relevant information disclosure platforms.
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Our firm issues this Legal Opinion based on facts that have occurred or existed prior to the date of issuance, and in accordance with the currently effective laws, administrative regulations, and normative documents of China, as well as the regulations of the Shenzhen Stock Exchange. Our determination of whether certain matters are legal and valid is based on the laws, administrative regulations, normative documents, and business rules of the Shenzhen Stock Exchange applicable at the time such matters occurred, while also fully considering the relevant approvals, confirmations, and instructions provided by regulatory agencies, whether in writing or orally.
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Our firm has conducted necessary verification in accordance with relevant laws, administrative regulations, normative documents, professional standards of the legal profession, ethical codes, and the spirit of diligence, and guarantees that this Legal Opinion does not contain false records, misleading statements, or major omissions.
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This Legal Opinion is intended solely for the purpose of the Strategic Allotment. Without our written consent, this Legal Opinion shall not be used by any other person or for any other purpose.