Beijing Zhilin Law Firm
Regarding Shenzhen Smart Micro-Intelligence Technology Co., Ltd.'s 2026 Private Placement of Shares Legal Opinion
To: Shenzhen Smart Micro-Intelligence Technology Co., Ltd.
Beijing Zhilin Law Firm (hereinafter referred to as "the Firm") has been engaged by Shenzhen Smart Micro-Intelligence Technology Co., Ltd. (hereinafter referred to as "the Issuer" or "Smart Micro-Intelligence") as its special legal counsel for the proposed private placement of shares (hereinafter referred to as "this Offering"). In accordance with the "Company Law of the People's Republic of China," the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for the Registration of Securities Issuances by Listed Companies," and relevant interpretations such as "Guiding Opinions on the Application of Securities and Futures Laws No. 18," "Guiding Rules for Regulatory Supervision - Issuance Category No. 6," "Guiding Rules for Regulatory Supervision - Issuance Category No. 7," "Shenzhen Stock Exchange Listed Company Securities Issuance and Listing Review Rules," "Shenzhen Stock Exchange Stock Issuance and Listing Review Business Guidelines No. 5 - Key Considerations for Listed Companies Issuing Securities to Specific Objects," the "Administrative Measures for Securities Legal Business of Law Firms" (hereinafter referred to as the "Securities Legal Business Management Measures"), and the "Practice Rules for Securities Legal Business of Law Firms (Trial)" (hereinafter referred to as the "Securities Legal Business Practice Rules"), and other relevant laws, regulations, and normative documents, the Firm, adhering to the generally accepted business standards, ethical norms, and the principle of diligence and responsibility in the legal profession, hereby issues this Legal Opinion for the Issuer's Offering.
For the purpose of issuing this Legal Opinion and the Lawyer's Work Report, the Firm's lawyers have, in accordance with relevant laws, regulations, and normative documents, and based on the principle of prudence and materiality, investigated and verified the relevant legal issues concerning the Issuer's Offering. The matters investigated include, but are not limited to, the approval and authorization of the Issuer's Offering, the qualifications and substantive conditions of the Offering, the Issuer's establishment, independence, controlling shareholder and actual controller, share capital and its evolution, business operations, related party transactions and competition, major assets, significant creditors' rights and debts, major asset changes and acquisitions/mergers, the formulation and amendment of the Issuer's Articles of Association, the rules of procedure and standardized operations of the Issuer's shareholders' meetings and board of directors, changes in the Issuer's directors, supervisors, and senior management, the Issuer's tax affairs and government subsidies, the Issuer's environmental protection, product quality, and technical standards, the utilization of the Issuer's raised funds, the Issuer's business development goals, litigation, arbitration, or administrative penalties, and other related matters.
The Firm and its lawyers, in accordance with the provisions of current Chinese laws, regulations, and normative documents, and based on facts that have occurred or existed prior to the issuance of this Legal Opinion, have strictly performed their statutory duties, followed the principles of diligence, honesty, and good faith, conducted thorough investigations and verifications, and ensured that the facts identified in this Legal Opinion and the Lawyer's Work Report are true, accurate, and complete. The conclusions reached are legal and accurate, and there are no false records, misleading statements, or material omissions, and the Firm is willing to bear the corresponding legal responsibilities.
This Legal Opinion is issued based on the effective Chinese laws currently in force or the laws and regulations in effect at the time of the Issuer's actions, relevant facts, or the existence of such facts, and based on the Firm's lawyers' understanding of such laws, regulations, and normative documents.