Supplementary Legal Opinion on Hunan Friendship Apollo Commercial Co., Ltd.'s Share Issuance and Cash Payment for Asset Acquisition and Fundraising Related Transactions (Part 1)
To: Hunan Friendship Apollo Commercial Co., Ltd.
Hunan Qiyuan Law Firm (hereinafter referred to as "this firm") has been entrusted by Hunan Friendship Apollo Commercial Co., Ltd. (hereinafter referred to as "the listed company" or "Youa Shares") to act as a special legal advisor for the issuance of shares and cash payment to acquire 100% equity of Shenzhen Shangyangtong Technology Co., Ltd. (hereinafter referred to as "Shangyangtong," "the company," or "the target asset") and related fundraising and transactions (hereinafter referred to as "this transaction"). This firm has issued the "Legal Opinion on Hunan Friendship Apollo Commercial Co., Ltd.'s Share Issuance and Cash Payment for Asset Acquisition and Fundraising Related Transactions" (hereinafter referred to as "the legal opinion") in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Major Asset Restructuring of Listed Companies, the Regulatory Guidelines No. 9 for Listed Companies, and other relevant laws, administrative regulations, and documents from the China Securities Regulatory Commission.
On July 14, 2025, the Shenzhen Stock Exchange issued the "Inquiry Letter on Hunan Friendship Apollo Commercial Co., Ltd.'s Application for Share Issuance to Purchase Assets and Fundraising" (Inquiry Letter [2025] No. 130012) (hereinafter referred to as "the inquiry letter"). This firm has conducted verification regarding the matters related to the inquiry letter and hereby issues the "Supplementary Legal Opinion on Hunan Friendship Apollo Commercial Co., Ltd.'s Share Issuance and Cash Payment for Asset Acquisition and Fundraising Related Transactions (Part 1)" (hereinafter referred to as "this supplementary legal opinion"). Unless otherwise specifically stated in this supplementary legal opinion, the statements and interpretations made in the legal opinion also apply to this supplementary legal opinion; discrepancies in totals and individual items in this supplementary legal opinion are due to rounding. This supplementary legal opinion is a supplementary document to the legal opinion and should be used together with the legal opinion. In case of any inconsistency between this supplementary legal opinion and the legal opinion, this supplementary legal opinion shall prevail.
Table of Contents
- Inquiry Letter Question 3: Regarding the Technological Level of the Target Asset ........................................... 3
- Inquiry Letter Question 6: Regarding the Historical Evolution and Shareholders of the Target Asset .................. 9
- Inquiry Letter Question 8: Regarding Integration Control and Transaction Arrangements ................................ 54
- Inquiry Letter Question 9: Regarding Share Lock-up Period and Number of Shareholders ................................ 58
- Inquiry Letter Question 11: Regarding the Equity of the Listed Company ......................................................... 69