I. Overview of the Transaction
(1) Overall Plan of the Transaction
The lawyers have disclosed the overall plan of the transaction in the Legal Opinion and the original Supplementary Legal Opinions. As of the date of this Supplementary Legal Opinion, the overall plan of the transaction has not changed.
(2) Issuance of Shares and Cash Payment for Asset Acquisition
The lawyers have disclosed the specific circumstances of the share issuance and cash payment for asset acquisition in the Legal Opinion and the original Supplementary Legal Opinions. As of the date of this Supplementary Legal Opinion, the specific circumstances of the share issuance and cash payment for asset acquisition have not changed.
(3) Nature of the Transaction
- This transaction constitutes a related party transaction. The counterparty to the share issuance and cash payment for asset acquisition had no prior relationship with the listed company and its related parties before the transaction. After the completion of the transaction, the combined shareholding of the counterparty, Haina Tianqin, Hengyongcheng, and Hengyongxin, is expected to exceed 5%. All three are controlled by Li Hao, the actual controller of the target company. According to relevant regulations, they are considered potential related parties, thus this transaction is expected to constitute a related party transaction.
- This transaction does not constitute a major asset restructuring. Based on the audit reports of the listed company and the target company, as well as the share issuance and cash payment agreement signed with the counterparty, the financial indicators related to the target assets for the years 2024 and 2025 are as follows:
| Project | Total Assets | Net Assets | Operating Income | Total Transaction Amount | Net Assets Transaction Amount |
|---|---|---|---|---|---|
| 2024/12/31 | 57,279.63 | 114,833.48 | 29,481.61 | 114,833.48 | 47,307.50 |
| Listed Company | 309,518.25 | - | 263,576.84 | - | 97,416.58 |
| Proportion | 37.10% | 43.57% | 48.56% | ||
| 2025/12/31 | 57,693.20 | 114,833.48 | 41,213.56 | 114,833.48 | 60,619.00 |
| Listed Company | 320,594.13 | - | 263,258.26 | - | 99,831.58 |
| Proportion | 35.82% | 43.62% | 60.72% |
Note: According to Article 14 of the Restructuring Management Measures, if the acquisition of equity results in the listed company obtaining control of the invested enterprise, the total assets will be based on the higher of the invested enterprise's total assets and transaction amount, operating income will be based on the invested enterprise's operating income, and net assets will be based on the higher of the invested enterprise's net assets and transaction amount. Based on the financial indicators for 2024, the relevant financial ratios are all below 50%, thus this transaction does not constitute a major asset restructuring as defined in Article 12 of the Restructuring Management Measures. If based on the financial indicators for 2025, the operating income exceeds 50%, this transaction will constitute a major asset restructuring. 3. This transaction does not constitute a restructuring listing. Prior to the transaction, the controlling shareholder and actual controller of Zhishang Technology was Chen Chaoxian, who directly and indirectly controlled 32.30% of the listed company. After the transaction, Chen Chaoxian will directly and indirectly control 28.21% of the listed company, remaining the actual controller, and the control of the listed company has not changed. Therefore, this transaction does not constitute a restructuring listing.
In summary, the law firm believes that as of the date of this Supplementary Legal Opinion, the content of the transaction plan complies with relevant Chinese laws and regulations, and there is no infringement on the legitimate interests of the listed company and its shareholders. This transaction constitutes a related party transaction, and based on the financial indicators for 2024, it does not constitute a major asset restructuring; however, based on the financial indicators for 2025, it will constitute a major asset restructuring, and this transaction does not constitute a restructuring listing.