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Legal Opinion on Grandway Law Offices' Review of Lianjian Optoelectronics' Share Repurchase and Cancellation

Lianjian Optoelectronics Co., Ltd.··7 pages

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This legal opinion reviews Lianjian Optoelectronics' repurchase and cancellation of shares from transaction counterparties due to performance shortfalls of Shanxi Huahan Culture. The repurchase is based on a court ruling and involves 2,137,996 shares at 1 RMB each. The opinion confirms the legality and validity of the internal approval procedures and the share repurchase details.

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Beijing Grandway Law Offices

Legal Opinion on Shenzhen Lianjian Optoelectronics Co., Ltd.'s Cash and Share Issuance for the Acquisition of 100% Equity in Shanxi Huahan Culture Communication Co., Ltd. and the Profit Compensation Involved in the Repurchase and Cancellation of Shares from the Transaction Counterparties

Grandway Legal Certificate No. [2026] AN126-1

To: Shenzhen Lianjian Optoelectronics Co., Ltd.

Pursuant to the service agreement signed between our firm and Shenzhen Lianjian Optoelectronics Co., Ltd. (hereinafter referred to as "Lianjian Optoelectronics"), our firm has been retained by Lianjian Optoelectronics to serve as the special legal counsel for this repurchase and cancellation matter.

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 Major Asset Restructuring of Listed Companies, and other relevant laws, regulations, and rules issued by relevant regulatory authorities such as the China Securities Regulatory Commission, our firm has reviewed the cash and share issuance by Lianjian Optoelectronics to acquire 100% equity of Shanxi Huahan Culture Communication Co., Ltd. (hereinafter referred to as "Huahan Culture") held by Xinyu Fengguang Wuxian Investment Management Partnership (Limited Partnership) (hereinafter referred to as "Fengguang Wuxian"), Taiyuan Han Chuang Shiji Cultural Media Co., Ltd. (hereinafter referred to as "Han Chuang Shiji"), and Xinyu Deta Investment Management Center (Limited Partnership) (hereinafter referred to as "Deta Investment") (hereinafter referred to as "the Transaction"). This legal opinion is issued regarding the repurchase and cancellation of a portion of Lianjian Optoelectronics' shares obtained by Fengguang Wuxian and Han Chuang Shiji due to profit compensation arising after the completion of the Transaction.

  1. Due to Huahan Culture's failure to achieve its performance commitments in 2017 and the expectation that it will not achieve its performance commitments in future years, Lianjian Optoelectronics is required to repurchase and cancel a portion of the shares obtained by Fengguang Wuxian and Han Chuang Shiji. Our firm issued the "Legal Opinion of Beijing Grandway Law Offices on Shenzhen Lianjian Optoelectronics Co., Ltd.'s Cash and Share Issuance for the Acquisition of 100% Equity in Shanxi Huahan Culture Communication Co., Ltd. and the Profit Compensation Involved in the Repurchase and Cancellation of Shares from the Transaction Counterparties" on January 9, 2019.

  2. Due to an asset impairment occurring at the end of Huahan Culture's commitment period, with the impairment amount exceeding the cumulative profit compensation amount, Lianjian Optoelectronics is required to repurchase and cancel a portion of the shares obtained by Fengguang Wuxian and Han Chuang Shiji. Our firm issued the "Legal Opinion of Beijing Grandway Law Offices on Shenzhen Lianjian Optoelectronics Co., Ltd.'s Cash and Share Issuance for the Acquisition of 100% Equity in Shanxi Huahan Culture Communication Co., Ltd. and the Profit Compensation Involved in the Repurchase and Cancellation of Shares from the Transaction Counterparties" on August 11, 2020.

  3. Due to an asset impairment occurring at the end of Huahan Culture's commitment period, with the impairment amount exceeding the cumulative profit compensation amount, Lianjian Optoelectronics is required to repurchase and cancel a portion of the shares obtained by Fengguang Wuxian. Our firm issued the "Legal Opinion of Beijing Grandway Law Offices on Shenzhen Lianjian Optoelectronics Co., Ltd.'s Cash and Share Issuance for the Acquisition of 100% Equity in Shanxi Huahan Culture Communication Co., Ltd. and the Profit Compensation Involved in the Repurchase and Cancellation of Shares from the Transaction Counterparties" on November 12, 2021.

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