“Governmental Agency”

means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC, or anybody exercising, or entitled to exercise, any administrative, judicial, legislative, police, regulatory, or taxing authority or power of similar nature in the PRC.

“Governmental Authorization”

means any license, approval, consent, waiver, order, sanction, certificate, authorization, filing, declaration, disclosure, registration, exemption, permission, endorsement, annual inspection, clearance, qualification, permit or license by, from or with any Governmental Agency pursuant to any PRC Laws.

“M&A Rules”

means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, and the State Administration for Foreign Exchange, on August 8, 2006, and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009.

“PRC Laws”

means all applicable national, provincial and local laws, regulations, rules, notices, orders, decrees and supreme court judicial interpretations in the PRC currently in effect and publicly available on the date of this Opinion.

“PRC Subsidiaries”

means all entities incorporated in the PRC as listed on Appendix A hereto, and each, a “PRC Subsidiary.”

“Prospectus”

means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement.

“WeTrade Technology”

means WeTrade Group’s wholly owned subsidiary, WeTrade Information Technology Limited, a Hong Kong company with limited liability.

“WeTrade Group ”

means Baosheng Media Group Limited, a BVI (as defined below) business company incorporated with limited liability under the laws of the BVI.

means WeTrade Group Inc., a company incorporated in the State of Wyoming, United States.

“WeTrade Beijing”

means WeTrade Digital (Beijing) Technology Co Limited, a limited liability company established in the PRC and a direct wholly-owned subsidiary of Yueshang Information Technology (Beijing) Limited.

“Yueshang Beijing” or “WFOE”

means Yueshang Information Technology (Beijing) Limited, a limited liability company established in the PRC and a direct wholly-owned subsidiary of WeTrade Information Technology Limited.

“Yueshang Hunan”

means Yueshang Group (Hunan) Network Technology Limited, a limited liability company established in the PRC and a direct wholly-owned subsidiary of Yueshang Information Technology (Beijing) Limited.

“Yueshang Hainan”

means Yueshang Technology Group (Hainan Special Economie Zone) Limited, a limited liability company established in the PRC and a direct wholly-owned subsidiary of Yueshang Information Technology (Beijing) Limited.

“Wuhu Yueshang”

means Wuhu Yueshang Digital Information Technology Limited, a limited liability company established in the PRC and a direct wholly-owned subsidiary of Yueshang Information Technology (Beijing) Limited,

(1)

Corporate Structure. Based on our understanding of the current PRC Laws, the ownership structure of the PRC Subsidiaries, both currently and immediately after giving effect to this Offering, will not result in any violation of PRC laws or regulations currently in effect, WeTrade Group is incorporated in the State of Wyoming, United States. WeTrade Technology is a direct wholly owned subsidiary of WeTrade Group. In December 2019, WeTrade Group acquired 100% of the equity interests of WeTrade Technology. Yueshang Hunan, Yueshang Hainan, WeTrade Beijing and Wuhu Yueshang are all wholly owned and controlled by Yueshang Beijing. According to the “Special Management for Foreign Investment Access (Negative List) (2020 Version)”, the Company’s business operation is not subject to regulatory restrictions by foreign-invested enterprises. As of the date of this Opinion, the Company has obtained all material licenses, permits or approvals from the regulatory authorities in China that are required for its business undertakings.

Among those wholly owned and controlled by Yueshang Beijing, Wuhu Yueshang was established on Feb. 24, 2021, and has applied for summary deregistration on May 21, 2021. Now Wuhu Yueshang is in process of deregistration.

Each of the PRC Subsidiaries has been duly organized and is validly existing as a limited liability company with full legal person status, and has received all relevant approvals for its establishment to the extent such approvals are required under applicable PRC Laws. Each of the PRC Subsidiaries has the capacity and authority to own assets, to conduct businesses, and to sue and be sued in its own name under the PRC laws. The articles of association, business license and other constitutional documents (if any) of each PRC Subsidiaries comply with the requirements under applicable PRC Laws in all material respects, and have been approved by the competent Governmental Agencies to the extent such approval is required, and are in full force and effect. To the best of our knowledge after due inquiry, none of the PRC Subsidiaries has taken any corporate action, nor have any legal proceedings commenced against it, for its liquidation, winding up, dissolution, or bankruptcy, for the appointment of a liquidation committee, team of receivers or similar officers in respect of its assets or for any adverse suspension, withdrawal, revocation or cancellation of any of its Governmental Authorizations.

However, since the licensing requirements within the online advertising industry, particularly in China, are constantly evolving and subject to the interpretation of the competent authorities, the Company may be subject to more stringent regulatory requirements due to changes in the political or economic policies in the relevant jurisdictions or the changes in the interpretation of the scope of internet culture business. We cannot assure that the Company will be able to satisfy such regulatory requirements and we may be unable to retain, obtain or renew relevant licenses, permits or approvals in the future.

(2)

M&A Rule. Based on our understanding of the explicit provisions of the PRC Laws as of the date hereof, given that the time WeTrade Technology acquired 100% equity of Yueshang Beijing, Yueshang Beijing was already a foreign-invested enterprise. According to the guidance manual for foreign investment access management (2008 Edition), the established foreign-invested enterprises that transfer equity to foreign parties do not refer to M&A Rules, regardless of whether there is a relationship between the Chinese and foreign parties, whether the foreign party is an original shareholder or a new investor. We are of the opinion that the Company is not required to obtain the approval under the M&A Rules for the Offering and the listing of common stock on the Nasdaq Capital Market.

(3)

Enforceability of Civil Procedures. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC Laws or sovereignty, national security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

(4)

Taxation. The statements made in the Registration Statement under the caption “Taxation”, with respect to the PRC tax laws and regulations, constitute true and our opinions on such matters described therein in all material aspects.

(5)

Statements in the Prospectus. All statements set forth in the Prospectus under the captions “Prospectus Summary”, “Risk Factors”, “Dividend Policy”, “Business”, “Regulations”, and “Taxation”, in each case insofar as such statements describe or summarize PRC legal or regulatory matters, constitute our opinions on such matters in all material aspects, and are fairly disclosed and correctly set forth therein, and nothing has been omitted from such statements which would make the same misleading in any material aspects.

(6) 

Litigation. To the best of our knowledge after due inquiries, except as otherwise disclosed under “Legal Proceedings” in the Registration Statement, there are no other legal, governmental, administrative or arbitrative proceedings, actions, proceedings, initiatives, decisions, rulings, demands or orders before any competent court or arbitration body of the PRC or before or by any competent Governmental Agency, which might result in the winding-up, dissolution or liquidation of any of the PRC Subsidiaries .

(1)

Our opinions are limited to the PRC laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC.

(2)

The PRC laws and regulations referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.

(3)

Our opinions are subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation, (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form, (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or calculation of damages, and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

(4)

This Opinion is issued based on our understanding of the current PRC Laws. For matters not explicitly provided under the current PRC Laws, the interpretation, implementation and application of the specific requirements under PRC Laws are subject to the final discretion of competent PRC legislative, administrative and judicial authorities, and there can be no assurance that the Governmental Agencies will ultimately take a view that is not contrary to our opinion stated above.

(5)

We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Subsidiaries and PRC government officials.

(6)

This Opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.

SONG  Yunchao

Beijing Jintai Law Firm

1.

Yueshang Beijing Technology Company Limited

（in Chinese“北京悦商数科技术集团有限公司”）

2.

Yueshang Group (Hunan) Network Technology Limited

（in Chinese“悦商集团（湖南）网络科技有限公司”）

3.

WeTrade Digital (Beijing) Technology Comapny Limited

（in Chinese“微商数科（北京）科技有限公司”）

4.

Yueshang Technology Group (Hainan Special Economie Zone) Limited

（in Chinese“悦商科技集团（海南经济特区）有限公司”）

5.

Wuhu Yueshang Digital Information Technology Limited

（in Chinese“芜湖悦商数科信息技术有限公司”）