Beijing Deheng Law Offices
Legal Opinion on the 2026 First Extraordinary General Meeting of Tianyu Digital Technology (Dalian) Group Co., Ltd.
DeHeng 01G20250279-05
To: Tianyu Digital Technology (Dalian) Group Co., Ltd.
Pursuant to the entrustment of Tianyu Digital Technology (Dalian) Group Co., Ltd. (hereinafter referred to as "Tianyu Digital Technology" or "the Company") by Beijing Deheng Law Offices (hereinafter referred to as "the Firm"), the Firm's lawyers attended the 2026 First Extraordinary General Meeting of Shareholders (hereinafter referred to as "the Meeting") convened by the Company, and hereby issue a legal opinion on the convening and closing procedures of the Meeting, the qualifications of the attendees and the convener, the voting procedures, and the voting results.
In order to issue this legal opinion, the lawyers of the Firm have strictly performed their statutory duties, followed the principles of diligence and good faith, reviewed the relevant documents of the Meeting, and verified the convening and closing procedures, the qualifications of the attendees and the convener, the voting procedures, and the voting results of the Meeting, as well as other necessary documents and materials.
The Firm has received the Company's assurance that it has provided all factual materials necessary for the issuance of this legal opinion, including but not limited to original written materials, copies or duplicates, and electronic materials. The provided documents and materials are all true, accurate, complete, and valid, and do not contain any false records or misleading information, and the Company has disclosed all facts to the Firm without any concealment or omission. All copies, duplicates, and electronic files are consistent with the originals, and all signatures and seals on the documents and materials are authentic.
The Firm and its lawyers make the following declarations for the issuance of this legal opinion:
The Firm and its lawyers, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Rules for Shareholders' Meetings of Listed Companies" (hereinafter referred to as "Shareholders' Meeting Rules"), the "Administrative Measures for Law Firms Engaging in Securities Legal Business (Trial)" and other effective laws, regulations, rules, and normative documents, as well as the Articles of Association of Tianyu Digital Technology (Dalian) Group Co., Ltd. (hereinafter referred to as "Articles of Association") and the relevant provisions as of the date of issuance of this legal opinion, have conducted a thorough review and verification of the documents and facts provided by the Company. The lawyers of the Firm attended the Meeting, strictly performed their statutory duties, followed the principles of diligence and good faith, conducted thorough verification, and ensured that the facts identified in this legal opinion are true, accurate, and complete. The conclusions expressed are legal and accurate, and do not contain any false records, misleading statements, or material omissions, and the Firm assumes corresponding legal responsibilities.
The lawyers of the Firm, based on the facts that have occurred or existed before the date of issuance of this legal opinion, and in accordance with the current laws, regulations, departmental rules, and other normative documents of the People's Republic of China (for the purpose of distinguishing in this legal opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region of China), and the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, hereby issue their legal opinion.