Legal Opinion from Guohao Law Firm (Shanghai)
To: Zhongyuan Dadi Media Co., Ltd.
Guohao Law Firm (Shanghai) (hereinafter referred to as "this firm") is the appointed legal advisor for Zhongyuan Dadi Media Co., Ltd. (hereinafter referred to as "the Company" or "Zhongyuan Media"). In accordance with 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 Rules for Shareholders' Meetings of Listed Companies (hereinafter referred to as "the Shareholders' Meeting Rules"), and the Articles of Association of Zhongyuan Dadi Media Co., Ltd. (hereinafter referred to as "the Articles of Association"), this firm appointed lawyers to attend and witness the Company's 2025 Annual Shareholders' Meeting (hereinafter referred to as "this Shareholders' Meeting") held on May 22, 2026, at 15:00 in Meeting Room 0811, Block A, No. 39, Jinsui East Road, Zhengzhou, Henan Province. The firm reviewed the convening, holding procedures, qualifications of attendees, voting procedures, and other matters related to this Shareholders' Meeting.
This firm expresses legal opinions based on facts that occurred or existed prior to the issuance date of this legal opinion and in accordance with current Chinese laws, regulations, and normative documents. This firm agrees to submit this legal opinion as a statutory document for the Company's announcement of this Shareholders' Meeting, along with other announcements submitted to the Shenzhen Stock Exchange for review and publication.
The lawyers of this firm have reviewed the documents, materials, and testimonies related to this Shareholders' Meeting provided by the Company and issued legal opinions accordingly. The lawyers, adhering to recognized professional standards, ethical norms, and a spirit of diligence and responsibility, express the following opinions regarding the legal issues related to this Shareholders' Meeting:
1. Convening and Holding Procedures of this Shareholders' Meeting
The Company's board of directors published a notice regarding the convening of the 2025 Annual Shareholders' Meeting on April 17, 2026, in the Securities Times and on the Giant Tide Information Network. The on-site meeting was held on May 22, 2026, at 15:00 in Meeting Room 0811, Block A, No. 39, Jinsui East Road, Zhengzhou, Henan Province. After review, this firm’s lawyers believe that the announcement date of the Shareholders' Meeting is more than twenty days prior to the meeting date. The announcement specifies the time, location, and agenda of the meeting, indicating that shareholders have the right to attend and may authorize agents to attend and exercise voting rights, as well as the record date for eligible shareholders and the registration method for attending shareholders.
The agenda items for this Shareholders' Meeting are as follows:
- The Company's 2025 Board Work Report
- The Company's 2025 Annual Report and Summary
- The Company's 2025 Profit Distribution Plan
- Proposal for the Reappointment of Annual Audit and Internal Control Audit Institutions
- Proposal for the Election of Non-Independent Directors of the Company's Board 5.01 Election of Mr. Wang Qing as a Non-Independent Director of the 10th Board 5.02 Election of Ms. Lin Jiangyan as a Non-Independent Director of the 10th Board 5.03 Election of Ms. Li Wenping as a Non-Independent Director of the 10th Board 5.04 Election of Mr. Zhao Xinjie as a Non-Independent Director of the 10th Board 5.05 Election of Mr. Zhang Jian as a Non-Independent Director of the 10th Board 5.06 Election of Mr. Xu Huawei as a Non-Independent Director of the 10th Board
- Proposal for the Election of Independent Directors of the Company's Board 6.01 Election of Mr. Huang Guobao as an Independent Director of the 10th Board 6.02 Election of Ms. Wei Zi as an Independent Director of the 10th Board 6.03 Election of Mr. Lai Bulian as an Independent Director of the 10th Board