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Supplementary Legal Opinion of Guangdong Huashang Law Firm on the 2026 Issuance of A-shares to Specific Targets by Gospell Digital Technology Co., Ltd.

*ST Gauss Co., Ltd.··86 pages

✨ AI Summary

This supplementary legal opinion addresses inquiries from the Shenzhen Stock Exchange regarding Gospell Digital Technology's 2026 private placement. The issuance will result in a change of control, with Changsha Jushen Management Consulting Partnership becoming the controlling shareholder and Yang Zhipeng becoming the actual controller. The document provides legal responses to regulatory questions concerning the necessity of the financing, the source of subscription funds, and the impact of related-party transactions and potential competition.

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Full Translation

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Guangdong Huashang Law Firm

Supplementary Legal Opinion on the 2026 Issuance of A-shares to Specific Targets by Gospell Digital Technology Co., Ltd.

To: Gospell Digital Technology Co., Ltd.

Guangdong Huashang Law Firm (hereinafter referred to as "this Firm") was engaged by Gospell Digital Technology Co., Ltd. (hereinafter referred to as the "Issuer") to serve as the special legal counsel for the Issuer's 2026 issuance of A-shares to specific targets (hereinafter referred to as the "Issuance").

This Firm has conducted an investigation into the documents and facts related to the Issuer and the Issuance in accordance with the Securities Law of the People's Republic of China, the Company Law of the People's Republic of China, the Administrative Measures for the Issuance of Securities by Listed Companies, and other relevant laws and regulations, as well as the requirements of the China Securities Regulatory Commission (CSRC). We have previously issued the "Legal Opinion of Guangdong Huashang Law Firm on the 2026 Issuance of A-shares to Specific Targets by Gospell Digital Technology Co., Ltd." and the "Attorney's Work Report of Guangdong Huashang Law Firm on the 2026 Issuance of A-shares to Specific Targets by Gospell Digital Technology Co., Ltd."

In accordance with the "Audit Inquiry Letter on the Application of Gospell Digital Technology Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2026] No. 120040) issued by the Shenzhen Stock Exchange on July 17, 2026, and the "2026 Semi-Annual Report" published by the Issuer on July 28, 2026, this Firm has conducted a supplementary verification of the changes in the Issuer from March 31, 2026, to June 30, 2026 (hereinafter referred to as the "Period"), and issues this "Supplementary Legal Opinion."

Given that the Issuer has announced its "2026 Semi-Annual Report," the reporting period has been updated to January 1, 2023, to June 30, 2026. Except for the aforementioned, the statements and abbreviations used in the "Attorney's Work Report" and "Legal Opinion" remain applicable to this "Supplementary Legal Opinion."

This Firm consents to the Issuer citing parts or all of this "Supplementary Legal Opinion" in its application documents for the Issuance, or as required by the CSRC or the Shenzhen Stock Exchange, provided that such citations do not result in legal ambiguity or misinterpretation.

This Firm consents to the Issuer using this "Supplementary Legal Opinion" as one of the legal documents for the Issuance application, to be submitted along with other application materials. This "Supplementary Legal Opinion" is intended solely for the purpose of the Issuance and shall not be used for any other purpose without the written consent of this Firm.

Table of Contents

  1. Part I: Responses to the Audit Inquiry Letter
    1. Response to Question 1 of the Audit Inquiry Letter
    1. Response to Question 2 of the Audit Inquiry Letter
  1. Part II: Updates on Matters Related to the Issuance
    1. Approval and Authorization of the Issuance
    1. Subject Qualification for the Issuance
    1. Substantive Conditions of the Issuance
    1. Establishment of the Issuer
    1. Independence of the Issuer
    1. Major Shareholders and Actual Controller of the Issuer
    1. Share Capital and Its Evolution
    1. Business of the Issuer
    1. Related-Party Transactions and Horizontal Competition
    1. Major Assets of the Issuer
    1. Major Creditor's Rights and Debts of the Issuer
    1. Major Asset Changes and Mergers/Acquisitions of the Issuer
    1. Amendments to the Articles of Association
    1. Rules of Procedure and Standardized Operation of Shareholders' Meetings, Board of Directors, and the (now cancelled) Board of Supervisors
    1. Directors, Supervisors, and Senior Management of the Issuer and Their Changes
    1. Taxation and Financial Subsidies of the Issuer
    1. Environmental Protection, Product Quality, and Technical Standards of the Issuer
    1. Use of Proceeds by the Issuer
    1. Business Development Goals of the Issuer
    1. Litigation, Arbitration, or Administrative Penalties
    1. Legal Risk Assessment of the Prospectus
    1. Overall Conclusion on the Issuance

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