Zhejiang Tiance Law Firm
Legal Opinion
Regarding the Issuance Process and Subscriber Compliance of Zhejiang Fengli Intelligent Technology Co., Ltd.'s 2025 Private Placement of A Shares
Number: TCYJS2026H1379
To: Zhejiang Fengli Intelligent Technology Co., Ltd.
Zhejiang Tiance Law Firm (hereinafter referred to as the "Firm") has been engaged by Zhejiang Fengli Intelligent Technology Co., Ltd. (hereinafter referred to as "Fengli Intelligent," "the Issuer," or "the Company") as the special legal counsel for the Company's 2025 private placement of A shares (hereinafter referred to as the "Issuance" or "Private Placement"). The Firm has provided legal services for the Issuance and has previously issued the "Legal Opinion of Zhejiang Tiance Law Firm on the Private Placement of A Shares by Zhejiang Fengli Intelligent Technology Co., Ltd. in 2025" (hereinafter referred to as the "Legal Opinion"), numbered "TCYJS2025H1715"; the "Supplementary Legal Opinion (I) of Zhejiang Tiance Law Firm on the Private Placement of A Shares by Zhejiang Fengli Intelligent Technology Co., Ltd. in 2025" (hereinafter referred to as "Supplementary Legal Opinion (I)"), numbered "TCYJS2025H2161"; the "Supplementary Legal Opinion (II) of Zhejiang Tiance Law Firm on the Private Placement of A Shares by Zhejiang Fengli Intelligent Technology Co., Ltd. in 2025" (hereinafter referred to as "Supplementary Legal Opinion (II)"), numbered "TCYJS2026H0761"; the "Supplementary Legal Opinion (III) of Zhejiang Tiance Law Firm on the Private Placement of A Shares by Zhejiang Fengli Intelligent Technology Co., Ltd. in 2025" (hereinafter referred to as "Supplementary Legal Opinion (III)"), numbered "TCYJS2026H0864"; and the "Lawyer's Work Report of Zhejiang Tiance Law Firm on the Private Placement of A Shares by Zhejiang Fengli Intelligent Technology Co., Ltd. in 2025" (hereinafter referred to as the "Lawyer's Work Report"), numbered "TCLG2025H1948".
In accordance with the "Company Law of the People's Republic of China," "Securities Law of the People's Republic of China," "Administrative Measures for Securities Issuance Registration of Listed Companies" (hereinafter referred to as the "Registration Measures"), "Administrative Measures for Securities Issuance and Underwriting" (hereinafter referred to as the "Underwriting Measures"), "Shenzhen Stock Exchange Implementation Rules for Securities Issuance and Underwriting Business of Listed Companies" (hereinafter referred to as the "Implementation Rules"), and other relevant laws, regulations, and normative documents, as well as relevant normative documents from the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and in accordance with the generally recognized business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, the Firm hereby issues this Legal Opinion on the compliance of the Issuance process and the subscribers for the Issuer's Issuance.
The Firm and its handling lawyers, in accordance with the "Securities Law of the People's Republic of China," the "Measures for the Administration of Securities Legal Business of Law Firms," the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and other regulations, and based on facts that have occurred or existed prior to the issuance date of this Legal Opinion, have strictly performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or material omissions, and shall bear corresponding legal responsibilities.
Unless otherwise stated in this Legal Opinion, the basis for issuing the legal opinion, lawyer's statement matters, definitions, and other related content mentioned in the "Legal Opinion," "Lawyer's Work Report," "Supplementary Legal Opinion (I)," "Supplementary Legal Opinion (II)," and "Supplementary Legal Opinion (III)" are applicable to this Legal Opinion.