Legal Opinion on the Issuance Process and Subscriber Compliance of Guangdong Genesis Intelligent Equipment Group Co., Ltd.'s Private Placement of Shares

Legal Opinion on the Issuance Process and Subscriber Compliance of Guangdong Genesis Intelligent Equipment Group Co., Ltd.'s Private Placement of Shares

Introduction

To: Guangdong Genesis Intelligent Equipment Group Co., Ltd.

Qiyuan Law Firm (hereinafter referred to as "the Firm") has been commissioned by Guangdong Genesis Intelligent Equipment Group Co., Ltd. (hereinafter referred to as "Genesis", "the Issuer", or "the Company") to serve as the special legal advisor for the Company's application for the 2025 private placement of A shares (hereinafter referred to as "the Offering"). In accordance with the "Securities Law of the People's Republic of China," the "Company Law of the People's Republic of China," the "Administrative Measures for the Registration of Issuance of Securities 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 the "Administrative Measures for Law Firms Engaging in Securities Legal Business," and other relevant laws, regulations, and departmental rules, the Firm, in accordance with the generally accepted business standards, ethical norms, and diligence requirements of the legal profession, hereby issues this Legal Opinion on the compliance of the Offering process and the qualifications of the subscribers.

The Firm and the handling lawyers hereby declare the following regarding this Legal Opinion:

1. To prepare this Legal Opinion, the Firm and the handling lawyers have conducted necessary verification and witnessing of the Offering process and the compliance of the subscribers through on-site witnessing and examination of relevant documents and materials, in accordance with the generally accepted business standards, ethical norms, and diligence requirements of the legal profession.

2. For important legal documents on which this Legal Opinion is based, where the Issuer provides copies to the Firm, the Firm has verified the copies against the originals, and such copies are consistent with the originals; at the same time, the Issuer has guaranteed to the Firm that it has provided all necessary original written materials, duplicate materials, or oral statements required for the Firm to issue this Legal Opinion, that the documents provided by the Issuer to the Firm are true, complete, and valid, with no omissions, and that all duplicate materials or copies are consistent with the originals.

3. The Firm expresses its legal opinion based on the facts that have occurred or existed prior to the date of issuance of this Legal Opinion and the current laws and regulations of the People's Republic of China, as well as the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE").

4. The Firm expresses its opinion only on legal issues related to the Offering and does not express opinions on professional matters such as financial audits and capital verification. Any reference to certain data and conclusions in audit reports and capital verification reports in this Legal Opinion does not indicate any express or implied guarantee by the Firm regarding the truthfulness, accuracy, and completeness of such data and conclusions.

5. This Legal Opinion is for the Issuer's use in the Offering only and may not be used for any other purpose without the Firm's consent. The Firm agrees to submit this Legal Opinion as a mandatory legal document for the Issuer's Offering, along with other materials, and assumes corresponding legal responsibilities.

Main Text

I. Approval and Authorization for the Offering

(I) Internal Approvals and Authorizations by the Issuer

On February 24, 2025, the Issuer held the 19th meeting of the 6th Board of Directors, which deliberated and approved the relevant proposals regarding the Offering.