Beijing DeHeng Law Offices
Legal Opinion on the Implementation of Zhejiang Meili Technology Co., Ltd.'s Major Asset Purchase
DeHeng 12F20250734-4
To: Zhejiang Meili Technology Co., Ltd.
This firm, based on the "Special Legal Advisor Agreement" signed with the Company, has been entrusted by the Company as a special legal advisor for this major asset purchase. This firm has conducted legal review of the documents provided by the Company and the counterparty regarding the major asset purchase. In accordance with relevant laws, regulations, and the requirements of the China Securities Regulatory Commission, and adhering to the universally recognized business standards, ethical norms, and diligent and conscientious spirit of the legal profession, this firm has issued the "Legal Opinion of Beijing DeHeng Law Offices on the Major Asset Purchase of Zhejiang Meili Technology Co., Ltd." and the "Supplementary Legal Opinion (I) of Beijing DeHeng Law Offices on the Major Asset Purchase of Zhejiang Meili Technology Co., Ltd.". This firm has now investigated the implementation of this purchase and, based on this, issues this "Legal Opinion of Beijing DeHeng Law Offices on the Implementation of the Major Asset Purchase of Zhejiang Meili Technology Co., Ltd." (hereinafter referred to as "this Legal Opinion").
The firm's lawyers make the following statements regarding this Legal Opinion:
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The firm's lawyers express legal opinions based on facts that have occurred or existed prior to the issuance date of this Legal Opinion, as well as the current laws, regulations, normative documents, and relevant regulations of the China Securities Regulatory Commission.
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The firm's lawyers pledge to have strictly performed their statutory duties, adhered to the principles of diligence, conscientiousness, and good faith, and conducted thorough verification of the legal facts and legal acts of this major asset restructuring, as well as its legality, truthfulness, and effectiveness, ensuring that this Legal Opinion contains no false records, misleading statements, or significant omissions.
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To issue this Legal Opinion, the firm's lawyers have reviewed necessary documents related to the implementation of this transaction, including but not limited to the Equity Acquisition Agreement, payment vouchers, meeting documents, industrial and commercial registration information, business licenses, and other documents and materials, and have listened to the statements and explanations of the parties involved and relevant personnel regarding the relevant facts.
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The firm's lawyers agree that this Legal Opinion will be used as a necessary legal document for the Company's application for this major asset restructuring and will be submitted along with other application materials, and the firm is willing to bear the corresponding legal responsibilities.
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The firm's lawyers agree that the Company may partially or wholly quote or cite this Legal Opinion as required by the competent authorities, provided that such citation does not cause any ambiguity or misinterpretation of the law. The firm's lawyers reserve the right to re-examine and confirm the relevant content of this major asset restructuring.
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During the course of this work, the Company has assured the firm's lawyers that the Company has provided all original written materials, copies, and oral testimony that the firm's lawyers deem necessary for the preparation of this Legal Opinion, and that the provided documents and materials are true, complete, and valid, with no concealment, falsification, or significant omissions.
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For facts that are crucial to this Legal Opinion but cannot be independently verified by evidence, the firm's lawyers rely on certificates issued by relevant government departments, the Company, or other relevant entities as the basis for preparing this Legal Opinion.