Beijing Tianyuan Law Firm
Supplementary Legal Opinion (II) on the Issuance of A-Shares to Specific Targets by Toread Holdings Group Co., Ltd.
Jingtian Gu Zi (2026) No. 106-7
To: Toread Holdings Group Co., Ltd.
Beijing Tianyuan Law Firm (hereinafter referred to as "this Firm") was engaged by the issuer to serve as special legal counsel for the issuer's issuance of A-shares to specific targets (hereinafter referred to as "this Issuance") and to issue legal opinions.
This Firm has previously issued the following documents for the issuer's issuance, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Securities Legal Business by Law Firms, and other relevant laws, regulations, and normative documents: Jingtian Gu Zi (2026) No. 106 "Legal Opinion of Beijing Tianyuan Law Firm on the Issuance of A-Shares to Specific Targets by Toread Holdings Group Co., Ltd." (hereinafter referred to as "Legal Opinion"), Jingtian Gu Zi (2026) No. 106-1 "Attorney's Work Report of Beijing Tianyuan Law Firm on the Issuance of A-Shares to Specific Targets by Toread Holdings Group Co., Ltd." (hereinafter referred to as "Attorney's Work Report"), Jingtian Gu Zi (2026) No. 106-4 "Supplementary Legal Opinion (I) of Beijing Tianyuan Law Firm on the Issuance of A-Shares to Specific Targets by Toread Holdings Group Co., Ltd." (hereinafter referred to as "Supplementary Legal Opinion (I)"), and Jingtian Gu Zi (2026) No. 106-5 "Special Verification Opinion of Beijing Tianyuan Law Firm on Relevant Matters Concerning the Audit Inquiry of the Issuance of A-Shares to Specific Targets by Toread Holdings Group Co., Ltd." (collectively referred to as "Original Legal Documents"), which have been submitted as statutory documents along with other application materials for this Issuance.
The Shenzhen Stock Exchange issued the "Audit Inquiry Letter on the Application of Toread Holdings Group Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2026] No. 020030) (hereinafter referred to as "Inquiry Letter") on April 20, 2026.
Between the issuance date of "Supplementary Legal Opinion (I)" and the date of this supplementary legal opinion, the company held its 2025 Annual General Meeting on May 20, 2026, and reviewed and approved the "2025 Annual Profit Distribution Plan." Based on the equity distribution results of the aforementioned plan, the price for this issuance of shares to specific targets was adjusted from RMB 7.01 per share to RMB 7.00 per share (hereinafter referred to as "2025 Annual Equity Distribution"). The company held the 15th meeting of the 6th Board of Directors on May 28, 2026, and reviewed and approved the "Proposal on the Company's <2025 Annual Plan for Issuance of Shares to Specific Targets (Second Revised Draft)>" and other relevant proposals, adjusting the issuance price, issuance quantity, and total funds to be raised for this issuance. On June 15, 2026, the company held the 16th meeting of the 6th Board of Directors and reviewed and approved the "Proposal on the Company's <2025 Annual Plan for Issuance of Shares to Specific Targets (Third Revised Draft)>" and other relevant proposals, adjusting the issuance price and share quantity for this issuance.
This supplementary legal opinion is now issued based on the issues requiring legal verification in the "Inquiry Letter," the 2025 Annual Equity Distribution that occurred after the issuance of "Supplementary Legal Opinion (I)," and the aforementioned adjustments to the issuance plan. For content in the Original Legal Documents that has not changed, this supplementary legal opinion will not repeat the expression of opinions.
This supplementary legal opinion is a supplement to the Original Legal Documents and constitutes an inseparable part thereof. The premises and declarations made by this Firm in the "Legal Opinion" apply to this supplementary legal opinion. Unless otherwise specified, the definitions of terms in this supplementary legal opinion are the same as those in the Original Legal Documents; if there is any inconsistency between the Original Legal Documents and this supplementary legal opinion, this supplementary legal opinion shall prevail.