Legal Opinion
This legal opinion is issued by Shanghai Junyue Law Firm regarding Zhejiang Bofei Electric Co., Ltd. (hereinafter referred to as "the Issuer" or "the Company") based on the Issuer's commission. The law firm has appointed lawyers Yan Bin and Song Yage (hereinafter collectively referred to as "the Firm's Lawyers") as special legal advisors for the Issuer's stock issuance under a simplified procedure to specific objects (hereinafter referred to as "this issuance"). The Firm has issued the "Legal Opinion on the Stock Issuance by Zhejiang Bofei Electric Co., Ltd. under a Simplified Procedure to Specific Objects" and the "Lawyer's Work Report on the Stock Issuance by Zhejiang Bofei Electric Co., Ltd. under a Simplified Procedure to Specific Objects" (collectively referred to as "the Issued Legal Opinions").
Now, at the request of the Issuer, this legal opinion is issued regarding the compliance of the issuance process and the subscription objects. The statements made in the Issued Legal Opinions and the relevant definitions also apply to this legal opinion. This legal opinion is based on the Firm's Lawyers' understanding of relevant facts and their interpretation of applicable laws, regulations, and normative documents, and is intended solely for the purpose of the Issuer's issuance. It may not be used for any other purpose without the Firm's written consent.
To issue this legal opinion, the Firm's Lawyers have witnessed the Issuer's issuance process and the compliance of related subscription objects in accordance with recognized industry standards, ethical norms, and due diligence, and have verified and validated relevant documents and materials. The legal opinions regarding the Issuer's issuance process and the compliance of subscription objects are as follows:
I. Approval and Authorization of This Issuance
(1) Internal Approval and Authorization of the Issuer
Upon verification by the Firm's Lawyers, the Issuer held the fourth meeting of the third board of directors on April 23, 2024, and approved the proposal to authorize the board of directors to handle matters related to small-scale rapid financing. On April 25, 2024, a notice was sent to all shareholders regarding the annual general meeting for 2023. The Firm's Lawyers verified that the Issuer held the annual general meeting on May 15, 2024, and approved the proposal to authorize the board of directors to handle matters related to small-scale rapid financing.
The Firm's Lawyers verified that the Issuer held the tenth meeting of the third board of directors on January 22, 2025, and approved the proposal regarding the stock issuance plan under a simplified procedure for specific objects for 2025. The Firm's Lawyers verified that the Issuer held the fourteenth meeting of the third board of directors on April 25, 2025, and approved the proposal to extend the authorization period for the board of directors to issue stocks under a simplified procedure to specific objects.
The Firm's Lawyers verified that the Issuer held the annual general meeting on May 19, 2025, and approved the proposal to extend the authorization period for the board of directors to issue stocks under a simplified procedure to specific objects. The Firm's Lawyers verified that the Issuer held the eighteenth meeting of the third board of directors on August 8, 2025, and approved the proposal to adjust the stock issuance plan for 2025 under a simplified procedure to specific objects.
The Firm's Lawyers verified that the Issuer held the first extraordinary general meeting of 2025 on August 28, 2025, and approved the proposal regarding the dilution of immediate returns and measures to make up for returns related to the stock issuance under a simplified procedure to specific objects. The Firm's Lawyers verified that the Issuer held the nineteenth meeting of the third board of directors on September 9, 2025, and approved the proposal regarding the bidding results of the stock issuance for 2025.