Legal Opinion
To: Shenzhen Mind Electronic Technology Co., Ltd.
Guangdong Huashang Law Firm (hereinafter referred to as "the Firm") has been retained by the Issuer as a special legal advisor for the Issuer's private placement of shares. The Firm's lawyers, in accordance with the "Company Law," "Securities Law," "Administrative Measures for Securities Issuance Registration" and other relevant laws, regulations, and requirements of the China Securities Regulatory Commission (CSRC), and in accordance with the CSRC's "Rules for Information Disclosure by Companies Publicly Issuing Securities No. 12 - Legal Opinions and Lawyers' Work Reports for Publicly Issuing Securities," and adhering to the generally accepted business standards, ethical norms, and diligent and conscientious spirit of the legal profession, hereby issue this Legal Opinion.
Section 1 Lawyer's Statement
The Firm and its lawyers make the following statements for the purpose of issuing this Legal Opinion:
I. The Firm and its handling lawyers, in accordance with the "Securities Law," "Administrative Measures for Securities Law Business of Law Firms," and "Practice Rules for Securities Law Business of Law Firms (Trial)," and based on facts that have occurred or existed prior to the issuance date of this Legal Opinion and Lawyers' Work Report, have diligently performed their statutory duties, adhered to the principles of diligence and good faith, conducted thorough verification, and guarantee that the facts determined in this Legal Opinion are true, accurate, and complete, and that the conclusions expressed are legal, accurate, and free from any false records, misleading statements, or material omissions, and the Firm assumes corresponding legal responsibilities.
II. The Firm's lawyers agree that this Legal Opinion and the Lawyers' Work Report will be used as essential legal documents for the Issuer's current issuance and will be submitted together with other application materials. The Firm is willing to bear the corresponding legal responsibilities for the issuance of this Legal Opinion by its lawyers.
III. The Firm's lawyers agree that the Issuer may quote all or part of the content of this Legal Opinion and the Lawyers' Work Report, provided that such quotation by the Issuer does not lead to any ambiguity or misinterpretation of the law.
IV. The Issuer has provided the Firm with a written undertaking, guaranteeing that it has provided the Firm's lawyers with all necessary original written materials, duplicate materials, or oral statements that are true, complete, and valid for the preparation of this Legal Opinion and the Lawyers' Work Report, and that there are no omissions, falsehoods, or material omissions. Where documents are duplicates or copies, they are consistent with and identical to the originals. For facts that are crucial to this Legal Opinion and the Lawyers' Work Report and for which independent evidence cannot be obtained, the Firm's lawyers have relied on certificates issued by the Issuer, relevant government departments, or other relevant entities, as well as written reports and professional opinions issued by other intermediaries involved in this issuance, to express legal opinions on such facts.
V. The Firm's lawyers express legal opinions only on PRC domestic legal issues related to this issuance (as specified and limited to the matters covered in this Legal Opinion and the Lawyers' Work Report). The Firm's lawyers' citation of certain data and conclusions in financial statements, audit reports, and asset valuation reports does not imply any express or implied guarantee or assurance of the legality, truthfulness, and accuracy of such data and conclusions. The Firm's lawyers are not qualified to verify and evaluate such documents and their contents. The Firm's lawyers have exercised the special duty of care of a legal professional for domestic legal matters; and the duty of care of an ordinary person for non-legal matters such as finance, audit, and valuation.