Legal Opinion
To: Zhejiang Futetech Co., Ltd.
Subject: Legal Opinion on the Issuance Process and Subscriber Compliance of Zhejiang Futetech Co., Ltd.'s 2025 Private Placement of A-Shares
Number: TCYJS2026H0527
Zhejiang T&C Law Firm (hereinafter referred to as the "Firm") has been retained by Zhejiang Futetech Co., Ltd. (hereinafter referred to as "Futetech," "the Company," or "the Listed Company") as its special legal counsel for the 2025 private placement of A-shares (hereinafter referred to as the "Issuance"). The Firm has provided legal services for the Company's Issuance and has previously issued the "Legal Opinion on Zhejiang Futetech Co., Ltd.'s 2025 Private Placement of A-Shares" (hereinafter referred to as the "Legal Opinion"), the "Lawyer's Work Report on Zhejiang Futetech Co., Ltd.'s 2025 Private Placement of A-Shares" (hereinafter referred to as the "Work Report"), the "Supplemental Legal Opinion (I) on Zhejiang Futetech Co., Ltd.'s 2025 Private Placement of A-Shares" (hereinafter referred to as the "Supplemental Legal Opinion (I)"), and the "Supplemental Legal Opinion (II) on Zhejiang Futetech Co., Ltd.'s 2025 Private Placement of A-Shares" (hereinafter referred to as the "Supplemental Legal Opinion (II)").
In accordance with the relevant provisions of the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China," the "Administrative Measures for the Registration of Securities Issuances by Listed Companies" (hereinafter referred to as the "Registration Measures"), the "Administrative Measures for Securities Issuance and Underwriting" (hereinafter referred to as the "Underwriting Measures"), the "Implementation Rules for Securities Issuance and Underwriting Business of Shenzhen Stock Exchange" (hereinafter referred to as the "Implementation Rules"), and other relevant laws, regulations, and normative documents, as well as the relevant normative documents of 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 qualifications of the subscribers for the Issuance.
The Firm and the handling lawyers, in accordance with the "Securities Law of the People's Republic of China," the "Measures for the Administration of Law Firms Engaging in Securities Legal Business," and the "Practice Rules for Securities Legal Business of Law Firms (Trial)," and other relevant 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, responsibility, 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. There are no false records, misleading statements, or significant omissions, and the Firm assumes corresponding legal responsibilities.
Unless otherwise specified in this Legal Opinion, the basis for issuing the Legal Opinion, lawyer's statement matters, definitions, and other related content described in the "Legal Opinion," "Work Report," "Supplemental Legal Opinion (I)," and "Supplemental Legal Opinion (II)" are applicable to this Legal Opinion.
Main Text
I. Approval and Authorization for the Issuance
1.1. Internal Approval and Authorization of the Issuer
The Issuer held its Twelfth Board of Directors meeting of the third session on July 23, 2025, and its First Extraordinary General Meeting of Shareholders on August 11, 2025, respectively. Both meetings deliberated and approved the "Proposal on the Company Meeting the Conditions for the Private Placement of A-Shares" and the "Proposal on the Company's 2025 Private Placement of A-Shares Plan," as well as the "Proposal on Authorizing the Board of Directors and the Board of Directors' Authorized Personnel to Fully Handle Matters Related to the Current Private Placement of A-Shares." The Issuer agreed to issue ordinary shares to no more than 35 specific investors (inclusive), with a total fundraising amount not exceeding RMB 528,222,200 (inclusive). The subscribers shall pay in cash.