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Shanghai Guangfa Law Firm Supplementary Legal Opinion (II) on the Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds by Shanghai Yachuang Electronics Group Co., Ltd.
To: Shanghai Yachuang Electronics Group Co., Ltd.
Shanghai Guangfa Law Firm (hereinafter referred to as "this Firm") was engaged by Shanghai Yachuang Electronics Group Co., Ltd. to serve as special legal counsel for its issuance of shares and payment of cash to acquire assets and raise supporting funds. This supplementary legal opinion is issued 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 Material Asset Restructuring of Listed Companies, the Rules for Listing Stocks on the ChiNext Market of the Shenzhen Stock Exchange, the Rules for Review of Material Asset Restructuring of Listed Companies of the Shenzhen Stock Exchange, the Continuous Supervision Measures for Listed Companies on the ChiNext Market (Trial), the Contents and Formats of Information Disclosure by Companies Offering Securities to the Public No. 26—Material Asset Restructuring of Listed Companies, the Administrative Measures for Registration of Securities Issuance by Listed Companies, and other relevant laws, regulations, and normative documents, adhering to recognized professional standards, ethical norms, and the principle of due diligence.
This Firm previously issued the "Legal Opinion of Shanghai Guangfa Law Firm on the Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds by Shanghai Yachuang Electronics Group Co., Ltd." (hereinafter referred to as the "Legal Opinion") on December 30, 2025, and March 13, 2026, respectively, and the "Supplementary Legal Opinion (I) (Revised Draft) of Shanghai Guangfa Law Firm on the Issuance of Shares and Payment of Cash for Asset Acquisition and Raising of Supporting Funds by Shanghai Yachuang Electronics Group Co., Ltd." (hereinafter referred to as "Supplementary Legal Opinion (I)").
In view of the updated financial status of the target company as of December 31, 2025, and the partial modifications and changes to the listed company's "Report on Asset Acquisition" and other relevant filing documents, this Firm hereby issues this supplementary legal opinion regarding the legal issues involved in the relevant modifications and changes, as well as major matters that have occurred or changed during the production and operation of the target company.
Part I Introduction
This Firm and its handling lawyers have strictly performed their statutory duties, followed the principles of due diligence and good faith, and conducted sufficient verification based on the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, the Practice Rules for Securities Legal Business of Law Firms (Trial), and other regulations, as well as facts that occurred or existed prior to the date of issuance of this supplementary legal opinion. We ensure that the facts recognized in this supplementary legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without false records, misleading statements, or major omissions, and we assume corresponding legal liability.
This supplementary legal opinion shall be used in conjunction with the "Legal Opinion" and "Supplementary Legal Opinion (I)". Unless otherwise specified, the abbreviations used in this supplementary legal opinion have the same meanings as those in the "Legal Opinion" and "Supplementary Legal Opinion (I)". The statements made by the lawyers of this Firm in the "Legal Opinion" and "Supplementary Legal Opinion (I)" apply to this supplementary legal opinion.
Part II Main Body
I. Regarding the Substantive Conditions of the Transaction
The lawyers of this Firm reviewed the board resolutions, the "Report on Asset Acquisition," the "Asset Acquisition Agreement," and other relevant documents regarding the deliberation of this transaction by Yachuang Electronics. Based on our verification, this transaction complies with the conditions stipulated by the Company Law, the Securities Law, the Restructuring Measures, the Continuous Supervision Measures, the Restructuring Review Rules, the Registration Measures, and relevant laws and regulations. The details are as follows: