Guangdong Xinda Law Firm
Legal Opinion
Legal Opinion on the Transfer of Target Assets for Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase
Xinda Chonggou (2025) No. 003-07
To: Ofilm Group Co., Ltd.
Pursuant to the Special Legal Advisor Service Agreement signed between Ofilm Group Co., Ltd. and Guangdong Xinda Law Firm, Guangdong Xinda Law Firm has been appointed by Ofilm Group Co., Ltd. as its special legal advisor for the share issuance for asset purchase.
Guangdong Xinda Law Firm, in accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Major Asset Restructuring of Listed Companies," "Administrative Measures for the Registration of Securities Issuance by Listed Companies," "Supervision Guidelines for Listed Companies No. 9 – Regulatory Requirements for Listed Companies Planning and Implementing Major Asset Restructuring," "Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange," and other relevant laws, regulations, and normative documents, and in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and conscientiousness of the legal profession, has issued on September 8, 2025, September 24, 2025, November 17, 2025, December 25, 2025, December 31, 2025, April 28, 2026, and April 30, 2026, the "Legal Opinion of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase and Fundraising for Supporting Matters," "Supplemental Legal Opinion (I) of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase and Fundraising for Supporting Matters," "Supplemental Legal Opinion (II) of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase and Fundraising for Supporting Matters," "Supplemental Legal Opinion (III) of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase and Fundraising for Supporting Matters," "Supplemental Legal Opinion (II) (Revised) of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase and Fundraising for Supporting Matters," "Supplemental Legal Opinion (IV) of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase," and "Supplemental Legal Opinion (II) (Revised) of Guangdong Xinda Law Firm on Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase." The aforementioned legal opinions are collectively referred to as the "Original Legal Opinions."
On June 8, 2026, the China Securities Regulatory Commission issued the "Approval of the China Securities Regulatory Commission on the Registration of Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase" (Securities Regulatory Permit (2026) No. 1356), approving the registration application for this transaction. In accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and conscientiousness of the legal profession, Xinda Law Firm has investigated the transfer of the target assets in this transaction and hereby issues the "Legal Opinion of Guangdong Xinda Law Firm on the Transfer of Target Assets for Ofilm Group Co., Ltd.'s Share Issuance for Asset Purchase" (hereinafter referred to as the "Legal Opinion").