AllBright Law Offices
Legal Opinion on the Initial Public Offering and Listing on the ChiNext Market of Jiangsu Zhanxin Semiconductor Technology Co., Ltd.
To: Jiangsu Zhanxin Semiconductor Technology Co., Ltd.
AllBright Law Offices (hereinafter referred to as "this Firm") was engaged by Jiangsu Zhanxin Semiconductor Technology Co., Ltd. (hereinafter referred to as the "Issuer," the "Company," or "Jiangsu Zhanxin") to serve as the special legal counsel for the Issuer's initial public offering and listing on the ChiNext market (hereinafter referred to as the "Offering").
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 Initial Public Offering of Shares (hereinafter referred to as the "Registration Measures"), and the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange (2025 Revision) (hereinafter referred to as the "Listing Rules"), this Firm hereby issues this legal opinion regarding matters related to the Offering.
Statements
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This Firm and its attorneys have strictly performed their statutory duties in accordance with the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business (Trial), the Standards for the Content and Format of Information Disclosure by Companies Offering Securities to the Public No. 12—Legal Opinions and Lawyer's Work Reports, and the Guidelines for the Application of Regulatory Rules—Legal Category No. 2: Guidelines for Law Firms Engaging in Initial Public Offering and Listing Business. We have conducted thorough inspections and verifications to ensure that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions reached are accurate, free from false records, misleading statements, or major omissions, and we assume corresponding legal liability.
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This Firm and its attorneys express opinions only on legal matters related to the Issuer's Offering and do not express opinions on professional matters such as accounting, auditing, asset appraisal, or internal controls. The citation of certain data and conclusions from accounting reports, audit reports, asset appraisal reports, and internal control reports in this legal opinion does not imply any express or implied guarantee of the authenticity or accuracy of such data and conclusions.
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In this legal opinion, the determination of whether certain events are legal and valid is based on the laws, regulations, and normative documents applicable at the time those events occurred.
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The issuance of this legal opinion is based on the following guarantees provided by the Issuer:
(1) The Issuer has provided this Firm with all original written documents, copies, duplicates, confirmation letters, or certificates required for the issuance of this legal opinion.
(2) The documents and materials provided to this Firm are true, accurate, complete, and valid, with no concealment, falsification, or major omissions; copies or duplicates provided are consistent with the originals.
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For facts that are important to this legal opinion but for which independent evidence is unavailable, this Firm has relied on certificates issued by relevant government departments, the Issuer, or other relevant units to issue this legal opinion.
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This Firm agrees to submit this legal opinion and the Lawyer's Work Report as essential legal documents for the Issuer's Offering, to be filed together with other materials, and assumes corresponding legal liability.
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This Firm agrees that the Issuer may cite part or all of this legal opinion in the Prospectus, as required by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), provided that such citation does not lead to legal ambiguity or distortion.