Attn: [Investors]
Address：
[Date]
Re: Legal Opinion
Dear Sirs,
1. We are qualified lawyers of the People’s Republic of China (“PRC”) and are qualified to issue an opinion on the laws and regulations of the PRC (this “Opinion秋心”). For the purpo of this Opinion, PRC does not include the regions of Hong Kong, Macao and Taiwan.
(1) We are acting as PRC counl to [ ] (the “Company”), together with [ ](the “HK Company”), [ ] (the “Domestic Company”), and [ ] (the “WFOE”) (collectively as the “Companies”), in connection with the ries A private financing under the Series A Preferred Share Purcha Agreement (the “Share Purcha Agreement”) dated as of [Dat
e], among the Companies, [Founder Name], a Chine citizen with his ID number of [ ], [Founder Name], a Chine citizen with her ID number of [ ], (collectively as the “Founders” and each a “Founder”);冻疮药 and [Investor A], [Investor B] (collectively, the "Investors", and each an "Investor") (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwi defined herein shall have the meanings t forth in the Share Purcha Agreement.
(2) [ ], [ ], [ ] (together, the “Domestic Shareholders”) are the holders of all the equity interests of the Domestic Company.
2. As ud herein, (A) “PRC Law” means all applicable laws, regulations, rules, statutes, orders, decrees, notices, circulars, guidelines, judicial interpretations and other legislation of the PRC in effect on the date of this Opinion; (B) “PRC Authorities” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial body in the PRC; (C) “Approvals” means all approvals, connts, waivers, sanctions, certificates, au
thorizations, filings, disclosures, registrations, exemptions, permissions, endorments, annual inspections, qualifications, permits and licens required by any PRC Authorities pursuant to any PRC Law.
In so acting, we have examined the originals or copies of documents provided to us by the Companies including: (i) the Share Purcha Agreement attached hereto as Exhibit A, dated [Date] by and among the Investors, the Founders, and the Companies, (ii) the Shareholders Agreement attached hereto as Exhibit B, dated [Date] in respect of the Company by and among the Investors, the Founders, and the Companies, (iii) all exhibits and schedules attached thereto (collectively referred to as the “Transaction Documents”); (iv) the controlling documents attached thereto as Exhibit C, including the exclusive rvice agreement, proxy agreement, pledge agreement, share transfer option agreement to be prepared and executed in accordance with Section [ ] of Share Purcha Agreement (collectively, the “Controlling Documents”); and such other documents, agreements, corporate records, certificates, resolutions, Approvals and other instruments as we have deemed necessary or advisable for the purpo of rendering this
Opinion, including, without limitation, original or copies of certificates issued by PRC Authorities and officers of the Companies.
3. In examination of the documents and for the purpo of giving this Opinion, we have assumed without further inquiry:
(a) the genuineness of all the signatures, als and chops and the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies;
玉华宫滑雪场(b) the documents as prented to us remain in full force and effect up to the date of this Opinion and have not been revoked, amended, varied or supplemented;
(c) the truthfulness, accuracy and completeness of all factual statements in the documents.
4. Bad on and subject to the foregoing and the qualifications hereof, we are of the opinion that:
A. Corporate Organization
(i) Organization and Valid Existence of the Domestic Company. The Domestic Company is duly organized and validly exist奋起直追的意思ing under PRC Laws with limited liability. The Domestic Company was established on [Date] with its registered office at [Registered Address], and [Founder Name] is its legal reprentative. The business licen and articles of association of the Domestic Company are in full force and effect under, and in compliance with the PRC Laws. [ ], [ ], and [ ] are respectively the registered holders of [ ], [ ], and [ ] of the equity interest in the Domestic Company. The registered capital of the Domestic Company is RMB 小矮人王国[ ]. The registered capital of the Domestic Company has been duly authorized and fully paid up, free and clear of any curity interest, mortgage, pledge, lien, charge, restriction upon voting or transfer, or any other encumbrance, claim or other third party right (an “西南联大观后感Encumbrance”). All Approvals in the PRC required for the establishment and the maintenance of the enterpri legal person status of the Domestic Company has been duly issued and obtained and all such Approvals are in full force and effect, have not been revoked, withdrawn, suspended or cancelled and are not subject to
any materially burdensome condition, and the Domestic Company is in full compliance with the provisions of such Approvals. 通电螺线管 As of the date hereof, except for the share pledge and share option created under the Equity Pledge Agreement, Share Transfer Option Agreement and the Proxy Agreement dated [Date] by and among the Domestic Company, the WFOE, the Domestic Shareholders, there are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of any character obligating the Domestic Company to issue (a) any additional equity interest or (b) any curities convertible into, or exchangeable for, or evidencing the right to subscribe for, any equity interest and the Domestic Company has no obligation (contingent or other) to purcha, redeem or otherwi acquire any of its equity curities or any interest therein or to pay any dividend or make any other distribution in respect thereof.
(ii) Articles of Association. 怎么新建文件The Articles of Association of the Domestic Company and the Articles of Association the WFOE comply with the requirements of PRC Law, including the PRC Company Law, and are in full force and effect.
(iii) Organization and Valid Existence of the WFOE. The WFOE has been duly incorporated and validly exists and in good standing as a wholly foreign owned enterpri, with legal person status and limited liability under the PRC Law, and its approval certificate, business licen and Articles of Association are in full force and effect under, and in compliance with, the PRC Law. The WFOE was established on [Date] with its registered office at [Address], and [Founder Name] is its legal reprentative. The registered capital of the WFOE is USD [ ], none of which has been fully paid. The entire equity interest of the WFOE is owned by the HK Company, and such equity interest is free and clear of any Encumbrance. The WFOE is allowed to pay dividends to the HK Company as its sole shareholder after withholding all of the taxes, levies and charges and made statutorily required allocation to funds pursuant to the PRC Law. The WFOE is allowed to convert the dividends from RMB into foreign currencies and to remit the dividends to the HK Company out of the PRC, as approved by relevant PRC Authorities. As of the date hereof, there are no outstanding or authorized subscriptions, options, warrants, calls, rights, commitments, or any other agreements of a
ny character obligating the WFOE to issue (a) any additional equity interest or (b) any curities convertible into, or exchangeable for, or evidencing the right to subscribe for, any equity interest and the WFOE has no obligation (contingent or other) to purcha, redeem or otherwi acquire any of its equity curities or any interest therein or to pay any dividend or make any other distribution in respect thereof.
