To：FENG HUA NEW ENERGY PRIVATE LIMITED, Industrial Plot No.

316, IMT
Manesar, Sector-7, Phase II, Gurgaon Gurgaon HR 122050

About ： Legal Opinion— FENG HUA NEW ENERGY PRIVATE LIMITED (a company
limited by shares)

Ladies and Gentlemen:

We are qualified lawyers of the Republic of India. We act as India counsel to FENG HUA
NEW ENERGY PRIVATE LIMITED (a company limited by shares)(“the Company”), a
company organized under the laws of [Companies Act, 2013] .The Firm shall issue the
following legal opinions on the subject qualification of the company and other relevant
matters:
I. Documents for reference
To issue this legal opinions, we have made the following search and read the following
documents (including local laws; signed agreements, contracts; company licenses; articles of
association of the company; project approval documents; etc.) :
No. File name & number Date. File content
The Articles of Association
or AOA are the legal document that
along with the memorandum of
association serves as the
1. Article of Association 18.06.2019 constitution of the company. It is
comprised of rules and regulations
that govern the company's internal
affairs

The MOA of a company contains

the object for which the company is
formed. It identifies the scope
of its operations and determines the
Memorandum of
2. 18.06.2019 boundaries it cannot cross. It is a
Association public document according to
Section 399 of the Companies Act,
2013. It contains details about the
powers and rights of the company.

Project Report of Projection of the company for

3.
Company future plan
No Objection
4. Certificate from Consent to Establish the Factory
HSPCB
 Registration under
Registration to make the
5. Provident Fund and
compliances under the Law
MP Act’1948
Registration under Registration to make the
6.
Factories Act’1948 compliances under the Law
Registration under
Registration to make the
6. Employee Statre
compliances under the Law
Insurance Act’1948

II. Legal opinions

Based upon investigations as we have deemed necessary, we are of the opinion that:
(A) Qualification of Enterprise Subject
1) The Company is duly organized and validly existing as a company limited by shares with
full legal entity person status under [Companies Act, 2013] Laws, founded in [Gurgaon] in
India on [ 7th August 2019]. The corporate nature of the company is [Manufacturing of
Electronic Components ].
2)The articles of association and the business license of the company are in full force and
effect and in compliance with the requirements of applicable India laws in all material
respects.
3) Legal representative :[ ]; Business address :[ Industrial Plot No. 316, IMT Manesar,
Sector-7, Phase II, Gurgaon Gurgaon HR 122050]; Business scope:[Manufacturing of
Electronic Components ].
The current management structure of the company is as follows

DIN/DPIN/PAN Full Name Designation Date of Appointment

08408634 ZHIFENG QIU Director 07/08/2019

08532049 YUANZHEN LUO Director 07/08/2019

08817406 BASANT PANDIT Director 31/07/2020

4) Up to now, the company has not taken any action nor has any steps been taken or legal or
administrative proceedings been commenced for the winding up, dissolution, bankruptcy or
liquidation, or for the appointment of a liquidation committee or similar officers in respect of
any of the company, or for the suspension, withdrawal, revocation or cancellation of any of
the business licenses of the company.
The company is still validly and legally existing, and there is no circumstance or potential
circumstance that would sufficiently affect the subject status and legal existence of the
company.

(B) Administrative Penalty/ Punishment,Litigation/Arbitration

Since its establishment in accordance with the law, the company has not involved in or may
be involved in any litigation or arbitration (such as debts, intellectual property rights, etc.).
The company has not in breach or violation of, or in default under, as the case may be, (1) its
business license, (2) its articles of association, (3) any Material Contracts, or (4) any Laws,
or any decree, judgment or order of any court in the India's applicable to the company.
Under the India's Laws, the company or any of its respective properties, assets or revenues in
India, is entitled to any right of immunity on the grounds of sovereignty from any legal
action, suit or proceeding, set-off or counterclaim, the jurisdiction of any court in India,
service of process, attachment prior to or in aid of execution of judgment, or other legal
process or proceeding for the granting of any relief or the enforcement of any judgment.
Since its establishment in accordance with the law, there is no violation or potential violation
of local taxation, land, customs, environmental protection, employment, work safety or other
Indian laws concerning the company. The company has not been or may be subject to any
administrative penalty/punishment as per record produced by the company.
(C) Annual ROC Compliances Overview
Annual ROC Compliances are thorough reports on business practices that every registered
company operating in India must submit within a timeline set by the regulatory authorities of
India.
The Registrar of Companies (ROC), part of the Ministry of Corporate Affairs (MCA), is the
regulatory authority that awards Registration/Incorporation Certificates to Indian companies
and LLPs and grants closure and oversees their administrative activities. Regardless of an
entity's income, profit, or loss, businesses and LLPs must file their IT returns on time. The
ROC is in charge of recording the following papers from registered companies and LLPs,
giving permission or taking appropriate steps as needed:
Directors' details, financial statements, board reports, annual returns, company resolutions (of
any sort, taken), and other items finalized by the corporation in a scheduled Board Meeting.
The ROC shall examine whether the entity's Financial Statements have been duly approved
by the Shareholders and signed by at least the authorized Chairperson in the Meeting, as
required by Section 134 of the Companies Act, 2013.
According to the ROC criteria, registered companies in India (depending on their categories)
must submit certain necessary yearly ROC Forms, together with fees, to be filed within the
deadline:

ROC filling form Name Purpose Due date of Due date of Penalty
 document ROC form
finalization Filling
DIR-3 KYC Director’s Before Deactivation of
Any Director holding approved KYC September DIN that can be
DIN on or by 31st March, 2018 Declaration 30 of an reactivated with a
(Mandatory for disqualified Any year late fee of INR
Directors) 5,000
15 days
ADT-1 Auditor from the Penalty in money
Filed by all types of companies, Appointmen date of
such as, t conclusion
listed/unlisted/public/private/others of the
. Annual
General
Meeting
(AGM)
By Oct 30
AOC-4 and AOC-4 CFS Declaration 30 days of an AY Heavy monetary
(For Consolidated Financial of Annual from the For One penalty of INR
Statements) Accounts date of Person 1000 p.m up to
conclusion Company, INR 10 lakh.
of AGM. within 180
days of
closure of
the FY

MGT-7 Annual 60 days By Nov 29 Penalty of INR

To be filed by all registered Returns from the of a Any 100 per day
companies conclusion year.
of AGM
Resolution 30 days
MGT-14 with MCA from the Monetary Penalty
Companies other than Private regarding date of
Limited Companies Board conclusion
Report and of the Board
Annual Meeting
Accounts

Roc Filing Advantages:

 Complete Financial Overview:
The filing of annual returns entails compiling the company's overall accounts for the
whole year that assists in staying organized and informed on your firm’s financial
situation.
 Registered Mark of Company’s Existence:
Based on the filings made by the firm, the government will update the record of the
company's existence.
The name of a corporation that has not filed annual reports for a long period is
regarded as fraudulent, and the ROC may strike it.
  Penalty Protection:
Businesses that fail to file yearly reports face an inevitable heavy penalty by the ROC.
With a history of penalties, firms stand to drain crucial business funds and face legal
complications. Timely filings prevent these mishaps and keep the operations moving
smoothly.

(D) About Fundraising Project

Whereas the controlling shareholder of the company, FENG HUA NEW ENERGY
PRIVATE LIMITED., intends to use not less than RMB 700 million raised from its public
issuance of corporate bonds in China for the following projects:
Including the construction, renovation and renovation of the plant, office area, living area and
other facilities; New input camera module (CCM), Color liquid crystal display module (TFT),
Flexible printed circuit board (FPC), and fingerprint identification module (BR) product line
equipment, and matching test line, back-end assembly line and packaging line.（“the Project)
1）The Local Legal System for the Project
The company shall comply with the Laws and other relevant provisions such as The Foreign
Exchange Management Act, 1999 (FEMA) , for the implementation of the aforesaid
fundraising project in [uttar pradesh, India].
2）Local Government Approval/Permit must be Obtained for the Project
In accordance with the Prevention and Control of Pollution Act , Factories Act and other
relevant provisions, the company shall obtain the following necessary and complete
approval/permit to carry out the aforesaid fundraising project in [Haryana,
India]:environmental protection No Objection Certificate/Consent to operate ;land Rent
Permission and NOCs from Haryana state Industrial Development Authority ; No Objection
Certificate under HR Fire Service Act; import and export, foreign exchange under the
Foreign Trade (Development and Regulation) Act, 1992 ;and other approval matters as
required from time to time.
3）Local Approval/Permit which the company has obtained for the Project
The local approval/permit documents for the project are as follows:

Term of Special Provisions

No. File name & File number Other party
Validity and Instructions
For Factory 1
15/06/2019 to Necessary to obtain
Haryana pollution
Environmental assessment 14/03/2023 and CTE again in case
1 control committee,
approval/ Factory 2 to 4 of any amendment
India
03/06/2019 to in parameters
03/06/2024
 Term of Special Provisions
No. File name & File number Other party
Validity and Instructions
10.07.2019 to
Renewal on the
09.07.2020
expiriy of license
(Factory-3)
Haryana Labour period and re-issue
2 Production license 03.07.2019 to
department, India incase of any
02.07.2020
amendment in
(Factory 1, 2
parameters
and 4)
Issued for Stamp
Govt of Haryana duty exemption
Industry Approval for industries and against Lease Deed
3
Stamp Duty Exemption commerce Registration from
department the Revenue
department

We have verified the original documents above, and in our opinion, all produced documents,
contracts, agreements and other contents related to the fundraising project are true, legal and
valid.
In accordance with local laws, the project has obtained the necessary and complete
approval/permit documents listed above
According to the existing documents produced, the project can be carried out legally and
effectively in India. As of the date of signing of this legal opinions, there are no material
impediments that affect or may affect the implementation of the project.
For LAW TECH

Yashpal Singh
(Advocate)
Date: 22.11.2022