Legal Opinion
To: Guomai Cultural Media Co., Ltd.
Shanghai Chengming Zezheng Law Firm (hereinafter referred to as "this Firm") has been entrusted by Guomai Cultural Media Co., Ltd. (hereinafter referred to as "the Company" or "Guomai Culture") to issue this legal opinion in accordance with the provisions of the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Shenzhen Stock Exchange Growth Enterprise Market Listing Rules (2025 Revision) (hereinafter referred to as "the Listing Rules"), the Shenzhen Stock Exchange Growth Enterprise Market Listed Company Self-Regulatory Guidelines No. 1 - Business Handling (2025 Revision) (hereinafter referred to as "the Business Handling Guidelines"), and the Management Measures for Equity Incentives of Listed Companies issued by the China Securities Regulatory Commission (2025 Revision) (hereinafter referred to as "the Management Measures"), as well as the Articles of Association of Guomai Cultural Media Co., Ltd. (hereinafter referred to as "the Articles of Association"). This opinion is issued in accordance with recognized business standards, ethical norms, and the spirit of diligence and responsibility in the legal profession.
To issue this legal opinion, the lawyers of this Firm make the following statements:
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The Firm and the handling lawyers have strictly fulfilled their statutory duties in accordance with the Company Law, Securities Law, Management Measures, and other regulations, and have conducted sufficient verification of the legality and compliance of the Company's incentive plan, ensuring that this legal opinion does not contain false records, misleading statements, or significant omissions.
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The Firm's lawyers agree to use this legal opinion as a necessary legal document for the Company's incentive plan, to be submitted along with other materials, and shall bear legal responsibility for the issued legal opinion. The Firm's lawyers agree that the Company may cite relevant content of this legal opinion in the documents prepared for the implementation of this incentive plan, but the Company shall not cause legal ambiguity or misinterpretation due to such citation. The Firm's lawyers have the right to review and confirm the corresponding content of the relevant documents again.
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To issue this legal opinion, the Company has ensured that it provides the Firm's lawyers with necessary, true, and valid original written materials, copies, or oral testimonies. The signatures and/or seals on the relevant materials are true and valid, and the copies or reproductions are consistent with the original materials, with no false content or significant omissions.
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For facts that are crucial to this legal opinion but cannot be supported by independent evidence, the Firm relies on explanations or certification documents issued by relevant government departments, the Company, or other relevant units to make judgments.
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The Firm's lawyers only express opinions on legal issues related to the Company's incentive plan and do not comment on the reasonableness of the equity value, assessment criteria, or other non-legal professional matters involved in the incentive plan. References to financial data or conclusions in this legal opinion do not imply any express or implied guarantee of the truthfulness and accuracy of such data or conclusions. The Firm does not have the appropriate qualifications to verify and evaluate such data and conclusions. This legal opinion is only for the purpose of the Company's incentive plan and shall not be used for any other purpose.
The Firm's lawyers have conducted verification and validation of the documents and facts provided by the Company according to recognized business standards, ethical norms, and the spirit of diligence and responsibility, and hereby issue the following legal opinions: