To: Guangdong Tianyi Ma Information Industry Co., Ltd.
Hunan Qiyuan Law Firm (hereinafter referred to as "the Firm") has been entrusted by Guangdong Tianyi Ma Information Industry Co., Ltd. (hereinafter referred to as "Tianyi Ma") to serve as the special legal advisor for Tianyi Ma's issuance of shares and payment of cash to purchase assets and raise supporting funds for connected transactions (hereinafter referred to as "the Transaction").
The Firm has, 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," "Guiding Opinions of the China Securities Regulatory Commission No. 9 — Regulatory Requirements for Listed Companies Planning and Implementing Major Asset Restructuring," and "Information Disclosure and Format Rules for Publicly Issued Securities Companies No. 26 — Major Asset Restructuring of Listed Companies," and other relevant laws, administrative regulations, and documents issued by the China Securities Regulatory Commission, issued the "Hunan Qiyuan Law Firm's Legal Opinion on Guangdong Tianyi Ma Information Industry Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds for Connected Transactions" (hereinafter referred to as the "Legal Opinion"), the "Hunan Qiyuan Law Firm's Supplementary Legal Opinion (I) on Guangdong Tianyi Ma Information Industry Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds for Connected Transactions" (hereinafter referred to as the "Supplementary Legal Opinion (I)"), and the "Hunan Qiyuan Law Firm's Supplementary Legal Opinion (II) on Guangdong Tianyi Ma Information Industry Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds for Connected Transactions" (hereinafter referred to as the "Supplementary Legal Opinion (II)").
Now, in accordance with the universally recognized business standards, ethical norms, and diligent and responsible spirit of the legal profession, the Firm's lawyers have conducted supplementary verification on the legal matters related to the adjustment of the issuance price and number of shares for the asset purchase and the issuance of supporting funds in this Transaction after the implementation of Tianyi Ma's 2025 profit distribution plan, and the supplementary valuation of the target assets with December 31, 2025, as the extended valuation benchmark date, and hereby issue the "Hunan Qiyuan Law Firm's Supplementary Legal Opinion (III) on Guangdong Tianyi Ma Information Industry Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds for Connected Transactions" (hereinafter referred to as "this Supplementary Legal Opinion").
For the purpose of issuing this Supplementary Legal Opinion, the Firm (including the lawyers designated by the Firm to handle this Transaction) hereby makes the following statements:
I. This Supplementary Legal Opinion is a supplementary document to the "Legal Opinion," "Supplementary Legal Opinion (I)," and "Supplementary Legal Opinion (II)." It shall be used in conjunction with the "Legal Opinion," "Supplementary Legal Opinion (I)," and "Supplementary Legal Opinion (II)." If there is any inconsistency between this Supplementary Legal Opinion and the "Legal Opinion," "Supplementary Legal Opinion (I)," or "Supplementary Legal Opinion (II)," this Supplementary Legal Opinion shall prevail.
II. The Firm's lawyers' issuance of this Supplementary Legal Opinion is a supplement and adjustment to the content of the "Legal Opinion," "Supplementary Legal Opinion (I)," and "Supplementary Legal Opinion (II)." For the content and relationships that have not changed in the aforementioned documents, the Firm's lawyers will not repeat the description or disclosure or re-issue legal opinions.
III. Unless otherwise specifically stated in this Supplementary Legal Opinion, the statements and definitions made by the Firm in the "Legal Opinion," "Supplementary Legal Opinion (I)," and "Supplementary Legal Opinion (II)" shall also apply to this Supplementary Legal Opinion.