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Beijing Dentons Law Offices Legal Opinion on Zhejiang Fengmao Technology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Qualified Investors

Fengmao Co., Ltd.··126 pages

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This document is a legal opinion issued by Beijing Dentons Law Offices regarding the proposed issuance of convertible corporate bonds by Zhejiang Fengmao Technology Co., Ltd. to unspecified investors. The firm has conducted a legal review of the issuer's qualifications, compliance, and relevant corporate matters to support the issuance application. This opinion confirms the legal validity of the issuer's actions and provides the necessary legal basis for the company's regulatory filing with the Shenzhen Stock Exchange.

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Beijing Dentons Law Offices

Legal Opinion on Zhejiang Fengmao Technology Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Qualified Investors

Dacheng Zheng Zi [2025] No. 263-1

To: Zhejiang Fengmao Technology Co., Ltd.

Beijing Dentons Law Offices (hereinafter referred to as "this Firm") has been engaged by Zhejiang Fengmao Technology Co., Ltd. (hereinafter referred to as the "Issuer," "Company," or "Fengmao Shares") to serve as special legal counsel for its application to issue convertible corporate bonds to unspecified qualified investors. This Firm has conducted a review and verification of the relevant matters concerning the Issuer's issuance, as well as the materials, documents, and facts provided or disclosed by the Issuer, in accordance with the Securities Law, the Company Law, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, the Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange (2025 Revision), the Administrative Measures for Convertible Corporate Bonds, and other relevant laws, regulations, and normative documents.

This Firm and its attorneys hereby declare the following regarding this Legal Opinion:

  1. This Firm's attorneys provide legal opinions based solely on facts that have occurred or existed prior to the date of issuance of this Legal Opinion. Our assessment of whether the matters examined are legal and compliant is based on the laws, regulations, normative documents, and approvals issued by government authorities that are currently in effect (or were in effect at the time the facts occurred), as well as documents directly obtained by this Firm's attorneys from state organs, organizations with public affairs management functions, accounting firms, asset appraisal institutions, credit rating agencies, and notary offices.

  2. This Firm's attorneys perform the special duty of care required of legal professionals for legal-related business matters and only perform the ordinary duty of care for other business matters. This Legal Opinion expresses opinions only on legal issues related to the Issuer's current issuance and does not express opinions on other professional matters such as auditing, asset appraisal, or investment decisions. Where this Legal Opinion involves content such as asset appraisals, audit reports, capital verification reports, or internal control audit reports, it accurately cites the content of reports issued by relevant intermediary agencies. Unless otherwise specified, the financial data for the 2022, 2023, and 2024 fiscal years cited herein are accurately quoted from the Issuer's annual audit reports and the annual reports of the last two years, and the financial data for the first nine months of 2025 are accurately quoted from the Issuer's unaudited financial statements and the 2025 third-quarter report.

  3. The Issuer and relevant parties examined by this Firm have guaranteed that the written materials or oral testimony provided are true, accurate, and complete, that copies are consistent with the originals, and that no documents or facts provided contain false records, misleading statements, or major omissions.

  4. This Firm's attorneys have strictly performed their statutory duties, followed the principles of diligence and good faith, and ensured that the facts identified in this Legal Opinion are true, accurate, and complete, and that the conclusions reached are legal and accurate.

  5. This Firm consents to the Issuer citing part or all of this Legal Opinion and the Attorney's Work Report in the Prospectus in accordance with the audit requirements of the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange, provided that such citation does not lead to legal ambiguity or distortion.

  6. This Legal Opinion is intended solely for the purpose of the Issuer's current issuance and may not be used for any other purpose.

This Firm's attorneys have conducted a review and verification of the relevant documents and evidence provided by the Issuer in accordance with the requirements of the Company Law, the Securities Law, and the Administrative Measures for the Registration of Securities Issuance by Listed Companies, and hereby issue the following legal opinion:

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