Beijing Grandway Law Offices
Regarding Heima Technology Group Co., Ltd.
Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds
Supplementary Legal Opinion No. 8
Grandway Securities Opinion [2025] No. AN077-22
To: Heima Technology Group Co., Ltd.
Pursuant to the "Legal Services Agreement" signed between this firm and Heima, this firm has been engaged as the special legal counsel for Heima's current restructuring. This firm has, in accordance with relevant laws, regulations, and normative documents, and adhering to the business standards, ethical norms, and diligence requirements of the legal profession, previously issued the "Legal Opinion of Beijing Grandway Law Offices on the Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds by Heima Technology Group Co., Ltd." (hereinafter referred to as the "Legal Opinion"), as well as Supplementary Legal Opinions No. 1 through No. 7.
Based on further verification of relevant matters in response to inquiries from the Shenzhen Stock Exchange and the requests of the applicant, this firm issues this supplementary legal opinion.
The statements made by this firm in the "Legal Opinion" also apply to this supplementary legal opinion; unless otherwise specified, the abbreviations used in this supplementary legal opinion have the same full names or meanings as those in the "Legal Opinion."
This firm has conducted verification on relevant matters regarding the current restructuring in accordance with the requirements of the "Company Law," "Securities Law," "Administrative Measures for Securities Legal Services," and "Rules for Securities Legal Services," and hereby issues this supplementary legal opinion as follows:
Issue 1: Regarding the continuous operational capability of the target assets
The application and reply documents show: (1) The listed company is acquiring 100% equity of Beijing Xin-Tong Technology Co., Ltd. (hereinafter referred to as "Xin-Tong" or "Target Assets"). (2) The primary competent authorities for the target's industry include the Ministry of Industry and Information Technology, the Office of the Central Cyberspace Affairs Commission and its subordinate agencies, the Publicity Department of the CPC Central Committee, the National Copyright Administration, and the National Intellectual Property Administration. Relevant industry associations include the Telecommunications Terminal Industry Association and the Copyright Society of China. (3) The target's electronic copyright business is adopted by mainstream domestic application distribution platforms and complies with industry standards. (4) The target's electronic copyright business is primarily subject to automated review, and does not involve independent development of APPs or substantive gatekeeping regarding whether they infringe upon the software copyrights of others. (5) Due to the lack of a comparable pricing system in the market, the target's assets are priced based on existing business pricing, historical investment costs, and other factors. (6) Through public channel inquiries, it was found that in 2023, Shanghai Qimao Culture Media Co., Ltd. (hereinafter referred to as "Qimao Media") filed a lawsuit against Xi'an Anta Enterprise Consulting Co., Ltd. due to unfair competition, and the Shanghai Songjiang District People's Court added the target assets as a third party to the litigation. Qimao Media has since applied for withdrawal of the lawsuit.
The listed company is requested to provide supplementary explanations on: (1) Whether the electronic copyright certification service has been authorized by relevant authorities, whether it has obtained all necessary licenses or qualifications for the business, whether the target's electronic copyright certification service constitutes administrative licensing, administrative confirmation, or other administrative acts, and to clearly clarify whether the development of this business requires licenses, authorizations, or filings from relevant authorities in the copyright field, and whether the qualifications in the copyright field are in compliance with relevant laws and regulations. (2) Whether the "Electronic Copyright Certificate" has legal effect and public credibility, and whether the materials used for copyright certification on mobile application platforms are essentially blockchain evidence.