1. Overview of the Transaction Plan
(1) Overview of the Transaction Plan
The lawyers have disclosed the overview of the transaction plan in the "Legal Opinion." As of the date of this supplementary legal opinion, the overview of the transaction plan has not changed.
(2) Specifics of the Transaction Plan
The lawyers have disclosed the specifics of the transaction plan in the "Legal Opinion." As of the date of this supplementary legal opinion, the specifics of the transaction plan have not changed.
(3) Nature of the Transaction
The lawyers have disclosed the nature of the transaction in the "Legal Opinion." As of the date of this supplementary legal opinion, the transaction still constitutes a related party transaction and a major asset restructuring, but does not constitute a restructuring listing. The nature of the transaction has not changed.
2. Qualifications of the Parties Involved in the Transaction
(1) Qualifications of Tianyi Ma
- Basic Information The lawyers have disclosed the basic information of Tianyi Ma in the "Legal Opinion." As of the date of this supplementary legal opinion, the basic information of Tianyi Ma has not changed.
- Top Ten Shareholders According to Tianyi Ma's 2025 annual report, as of December 31, 2025, the shareholding structure of the top ten shareholders is as follows:
| No. | Shareholder Name/Entity | Number of Shares | Shareholding Ratio (%) |
|---|---|---|---|
| 1 | Lin Mingling | 19,199,824 | 28.72 |
| 2 | Ma Xuepei | 4,054,120 | 6.06 |
| 3 | Nanjing Youzhi Investment Management Partnership (Limited Partnership) | 2,017,000 | 3.02 |
| 4 | Chen Qianping | 800,000 | 1.20 |
| 5 | Wang Song | 627,621 | 0.94 |
| 6 | Guangdong Tianyi Ma Information Industry Co., Ltd. - 2023 Employee Stock Ownership Plan | 472,400 | 0.71 |
| 7 | Xu Jingxian | 457,500 | 0.69 |
| 8 | Xie Liang | 383,000 | 0.58 |
| 9 | Ge Changong | 373,000 | 0.56 |
| 10 | Xue Haoyue | 334,400 | 0.50 |
| Total | 28,718,865 | 42.96% |
Note: Tianyi Ma's repurchase special securities account holds 1,224,140 shares, which are not included in the top ten shareholders as per relevant regulations.
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Major Historical Developments The lawyers have disclosed the major historical developments of Tianyi Ma in the "Legal Opinion." As of the date of this supplementary legal opinion, the major historical developments have not changed.
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Continuity of Operations The lawyers have disclosed the continuity of operations of Tianyi Ma in the "Legal Opinion." As of the date of this supplementary legal opinion, Tianyi Ma is legally existing and operating continuously, and there are no circumstances requiring delisting or dissolution as per the "Stock Listing Rules" or "Company Law."
(2) Qualifications of the Counterparties
The lawyers have disclosed the qualifications of the counterparties in the "Legal Opinion." As of the date of this supplementary legal opinion, the natural person counterparties still possess Chinese nationality and have full civil rights and capacity; the non-natural person counterparties are still legally established and validly existing enterprises, with no circumstances requiring termination or dissolution.
(3) Number of Shareholders After Penetration Calculation
The lawyers have disclosed the number of shareholders after penetration calculation in the "Legal Opinion." As of the date of this supplementary legal opinion, the number of shareholders after penetration calculation has not changed.
(4) Major Related Relationships Among Counterparties
The lawyers have disclosed the major related relationships among counterparties in the "Legal Opinion." As of the date of this supplementary legal opinion, the major related relationships have not changed.