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Legal Opinion of Beijing Dentons Law Offices on the Issuance of Convertible Corporate Bonds to Non-Specific Targets by Zhejiang Fengmao Technology Co., Ltd.
Document No.: Dacheng Zhengzi [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 Technology") to act as special legal counsel for its application to issue convertible corporate bonds to non-specific targets. This Firm has conducted an investigation 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.
Regarding this Legal Opinion, this Firm and its attorneys declare as follows:
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This Firm's attorneys express legal opinions based solely on facts that have occurred or existed prior to the date of issuance of this Legal Opinion. The determination of whether the matters examined are legal and compliant, and whether they are true and valid, is based on the laws, regulations, normative documents, approvals and confirmations issued by government authorities, and documents directly obtained by this Firm's attorneys from public institutions such as state organs, organizations with public affairs management functions, accounting firms, asset appraisal institutions, credit rating agencies, and notary offices, as well as materials copied or reproduced by this Firm's attorneys from the aforementioned public institutions and confirmed by them. For documents not directly obtained from the aforementioned public institutions, or materials copied or reproduced by this Firm's attorneys but not confirmed by the aforementioned public institutions, this Firm's attorneys have conducted necessary checks and verification.
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This Firm's attorneys perform special duty of care as legal professionals only for business matters related to law, and perform ordinary duty of care for other business matters. This Legal Opinion expresses opinions only on legal issues related to the Issuer and this issuance, and does not express opinions on other professional matters such as auditing, asset appraisal, and investment decision-making. Where this Legal Opinion involves content such as asset appraisals, audit reports, capital verification reports, and internal control audit reports, it accurately cites the content of reports issued by relevant intermediary agencies. Unless otherwise specified, the financial data for the years 2022, 2023, and 2024 in this Legal Opinion accurately cites the Issuer's annual audit reports and the annual reports of the last two years, and the financial data for January to September 2025 accurately cites the Issuer's unaudited financial statements and the third-quarter report of 2025. Regarding such citations, this Firm's attorneys do not provide any express or implied guarantee for the truthfulness and accuracy of these contents, nor do they make any commercial judgments or express opinions in other aspects, beyond performing the duty of care required by laws and regulations. For the above non-legal business matters, this Firm relies on the opinions of qualified professional institutions to make judgments on such professional issues.