Qiyuan Law Firm (Shenzhen)
To: Guangdong Genesis Intelligent Equipment Group Co., Ltd.
Guangdong Genesis Intelligent Equipment Group Co., Ltd.
2025 Restricted Stock Incentive Plan (Revised Draft)
Legal Opinion
March 2026
Shenzhen Futian District Jintian Road 4028 Rongchao Economic and Trade Center 3506 Postal Code: 518026 Tel: (0755)82776990 Fax: 0731-82953779 Website: www.qiyuan.com
==Start of OCR for page 2== To: Guangdong Genesis Intelligent Equipment Group Co., Ltd.
Qiyuan Law Firm (Shenzhen) (hereinafter referred to as "the Firm") has been entrusted by Guangdong Genesis Intelligent Equipment Group Co., Ltd. (hereinafter referred to as "the Company" or "Genesis") to serve as the dedicated legal advisor for the Company's 2025 Restricted Stock Incentive Plan project (hereinafter referred to as "the Incentive Plan"). This Legal Opinion on the 2025 Restricted Stock Incentive Plan (Revised Draft) of Guangdong Genesis Intelligent Equipment Group Co., Ltd. (hereinafter referred to as "this Legal Opinion") is hereby issued.
The Firm, in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as "Securities Law"), the "Administrative Measures for Equity Incentives of Listed Companies" issued by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as "Listing Rules"), the "Shenzhen Stock Exchange GEM Company Self-Regulatory Guidance No. 1 - Business Handling" (hereinafter referred to as "Self-Regulatory Guidance No. 1"), and other current laws, regulations, and normative documents, as well as the relevant provisions of the Articles of Association of Guangdong Genesis Intelligent Equipment Group Co., Ltd." (hereinafter referred to as "Articles of Association"), and in accordance with the generally accepted business standards, ethical norms, and the spirit of diligence and responsibility of the legal profession, issues this Legal Opinion.
The Firm (including the handling lawyers) hereby declares:
(I) The Firm expresses its legal opinion based on Chinese laws, regulations, departmental rules, normative documents, and relevant regulations of the CSRC and stock exchanges, as well as facts that have occurred or existed prior to the issuance date of this Legal Opinion.
(II) The Firm has strictly performed its statutory duties, adhered to the principles of diligence, responsibility, and good faith, and has conducted thorough verification and confirmation of the Company's actions and the legality, compliance, truthfulness, and effectiveness of the Incentive Plan, ensuring that this Legal Opinion contains no false statements, misleading representations, or material omissions.
(III) The Firm agrees that this Legal Opinion will be used as one of the essential documents for the Company's Incentive Plan, to be submitted together with other application materials or publicly disclosed, and will bear corresponding legal responsibility for the issuance of this Legal Opinion in accordance with the law.
==Start of OCR for page 3== (IV) The Firm's issuance of this Legal Opinion is based on the Company's assurance to the Firm that the Company and its actual controllers, directors, other senior management personnel, and relevant natural persons have provided the Firm with all necessary, true, complete, and valid original written materials, duplicate materials, or oral statements that the Firm deems necessary for issuing this Legal Opinion, without any concealment, falsehood, or material omission, and that all signatures and/or seals on the materials are true and valid.
(V) In issuing this Legal Opinion, the Firm has exercised the special due diligence required of a legal professional for legal matters, and the ordinary diligence expected of a layperson for non-legal professional matters such as accounting, valuation, and credit rating.