Common use of PRC Opinion Clause in Contracts

PRC Opinion. On the Closing Date, the Representative shall have received the favorable opinion of B&D Law Firm, PRC counsel to the Company, related to, among other things, the descriptions of laws of the PRC and the organization of the Company’s PRC Subsidiaries, affiliates and ownership structure, dated the Closing Date and addressed to the Representative covering the following: (i) [Insert for each the PRC Subsidiary] [●] has been duly organized and is validly existing as a [●] under the laws and regulations of the PRC; [●]’s business license is in full force and effect; [●] of the equity interests of [●] are owned by [●], and to our Knowledge, such equity interests are free and clear of all liens, encumbrances, equities or claims; and the articles of association, the business license and other constituent documents of [●] comply with the requirements of applicable the PRC laws and regulations and are in full force and effect. (ii) Except as set forth in the Registration Statement and the Prospectus, each of the PRC Subsidiaries, has full corporate right, power and authority and has all necessary governmental authorizations of and from, and has made all necessary declarations and filings with, all governmental agencies to own, lease, license and use its properties, assets and conduct its business, and such governmental authorizations contain no materially burdensome restrictions or conditions; to our Knowledge, none of the PRC Subsidiaries has any reason to believe that any regulatory body is considering modifying, suspending, revoking or not renewing any such governmental authorizations; and each of the PRC Subsidiaries is in compliance in all material respects with the provisions of all such governmental authorizations and conducts its business in all material respects in accordance with any the PRC laws and regulations to which it is subject or by which it is bound. (iii) Except as set forth in the Registration Statement and the Prospectus, none of the PRC Subsidiaries has taken any action nor have any steps been taken or legal or administrative proceedings been commenced or threatened for the winding up, dissolution or liquidation of any of the PRC Subsidiaries or for the suspension, withdrawal, revocation or cancellation of any of their respective business license. (iv) The ownership structure of the PRC Subsidiaries does not violate any prohibitory provisions of the applicable the PRC laws and regulations and the transactions conducted in the PRC involving the PRC Subsidiaries relating to the establishment of such ownership structure, in each case, did not and do not violate any explicit provisions of the applicable the PRC laws and regulations. (v) Except as set forth in the Registration Statement and the Prospectus, each of the PRC Subsidiaries owns or otherwise has the legal right to use, or can acquire on reasonable terms, the intellectual property (“Intellectual Property”) as currently used or as currently contemplated to be used by the PRC Subsidiaries. (vi) Except as set forth in the Registration Statement and the Prospectus, to our Knowledge, none of the PRC Subsidiaries is infringing, misappropriating or violating any intellectual property right of any third party in the PRC; no Intellectual Property is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Intellectual Property in the PRC that would impair the validity or enforceability of such Intellectual Property; and none of the Company or any of the PRC Subsidiaries has received any notice of any claim of infringement or conflict with any such rights of others. (vii) Except as set forth in the Registration Statement and the Prospectus, there are no legal, arbitration or governmental proceedings in progress or pending or, to our Knowledge, threatened, in the PRC to which the Company, or any the PRC Subsidiary is a party or of which any property of any the PRC Subsidiary is subject. (viii) As a matter of the laws and regulations of the PRC, none of the PRC Subsidiaries or their properties, assets or revenues has any right of immunity, on any grounds, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection with the transactions contemplated by the Agreement. (ix) The sale of the Public Securities and Underwriter’s Securities and the compliance by the Company with all of the provisions of the Agreement and the Representative’s Options and the consummation of the transactions contemplated thereby do not result in any violation of the provisions of the articles of association, business license or any other constituent documents of any of the PRC Subsidiaries or any applicable statute or any order, rule or regulation, of any governmental agency having jurisdiction over any of the PRC Subsidiaries or any of its properties. No governmental authorization of any governmental agency in the PRC is required for the consummation of the transactions contemplated by the Agreement and the Representative’s Options, other than those already obtained. (x) No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Underwriters to the government of the PRC or to any political subdivision or taxing authority thereof or therein in connection with the execution and delivery of the Agreement, the sale and delivery by the Company of the Firm Shares to or for the account of the Underwriter, the sale and delivery outside the PRC by the Underwriters of the Firm Shares to the purchasers thereof in the manner contemplated in the Agreement, or the consummation of any other transaction contemplated in the Agreement. (xi) Although we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, or the Prospectus, we have no reason to believe, that (a) when it became of effective, any part of the Registration Statement (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; (b) as of the date of the Agreement and the date hereof, any part of the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein not misleading; or (c) at the time the Prospectus was filed with the Commission or at the date hereof, any part of the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein not misleading. The term “Knowledge” as used in this opinion shall mean the actual knowledge of the attorneys who have been involved in representing the Company after due and reasonable inquiry.

PRC Opinion. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of B&D Law Firm, PRC counsel to the Company, related to, among other things, the descriptions of laws of the PRC and the organization of the Company’s PRC Subsidiaries, affiliates and ownership structure, dated the Closing Date and addressed to the Representative Underwriter covering the following: (i) [Insert for each the PRC Subsidiary] [●] has been duly organized and is validly existing as a [●] under the laws and regulations of the PRC; [●]’s business license is in full force and effect; [●] of the equity interests of [●] are owned by [●], and to our Knowledge, such equity interests are free and clear of all liens, encumbrances, equities or claims; and the articles of association, the business license and other constituent documents of [●] comply with the requirements of applicable the PRC laws and regulations and are in full force and effect. (ii) Except as set forth in the Registration Statement and the Prospectus, each of the PRC Subsidiaries, has full corporate right, power and authority and has all necessary governmental authorizations of and from, and has made all necessary declarations and filings with, all governmental agencies to own, lease, license and use its properties, assets and conduct its business, and such governmental authorizations contain no materially burdensome restrictions or conditions; to our Knowledge, none of the PRC Subsidiaries has any reason to believe that any regulatory body is considering modifying, suspending, revoking or not renewing any such governmental authorizations; and each of the PRC Subsidiaries is in compliance in all material respects with the provisions of all such governmental authorizations and conducts its business in all material respects in accordance with any the PRC laws and regulations to which it is subject or by which it is bound. (iii) Except as set forth in the Registration Statement and the Prospectus, none of the PRC Subsidiaries has taken any action nor have any steps been taken or legal or administrative proceedings been commenced or threatened for the winding up, dissolution or liquidation of any of the PRC Subsidiaries or for the suspension, withdrawal, revocation or cancellation of any of their respective business license. (iv) The ownership structure of the PRC Subsidiaries does not violate any prohibitory provisions of the applicable the PRC laws and regulations and the transactions conducted in the PRC involving the PRC Subsidiaries relating to the establishment of such ownership structure, in each case, did not and do not violate any explicit provisions of the applicable the PRC laws and regulations. (v) Except as set forth in the Registration Statement and the Prospectus, each of the PRC Subsidiaries owns or otherwise has the legal right to use, or can acquire on reasonable terms, the intellectual property (“Intellectual Property”) as currently used or as currently contemplated to be used by the PRC Subsidiaries. (vi) Except as set forth in the Registration Statement and the Prospectus, to our Knowledge, none of the PRC Subsidiaries is infringing, misappropriating or violating any intellectual property right of any third party in the PRC; no Intellectual Property is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Intellectual Property in the PRC that would impair the validity or enforceability of such Intellectual Property; and none of the Company or any of the PRC Subsidiaries has received any notice of any claim of infringement or conflict with any such rights of others. (vii) Except as set forth in the Registration Statement and the Prospectus, there are no legal, arbitration or governmental proceedings in progress or pending or, to our Knowledge, threatened, in the PRC to which the Company, or any the PRC Subsidiary is a party or of which any property of any the PRC Subsidiary is subject. (viii) As a matter of the laws and regulations of the PRC, none of the PRC Subsidiaries or their properties, assets or revenues has any right of immunity, on any grounds, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection with the transactions contemplated by the Agreement. (ix) The sale of the Public Securities and Underwriter’s Underwriter Securities and the compliance by the Company with all of the provisions of the Agreement and the RepresentativeUnderwriter’s Options Warrants and the consummation of the transactions contemplated thereby do not result in any violation of the provisions of the articles of association, business license or any other constituent documents of any of the PRC Subsidiaries or any applicable statute or any order, rule or regulation, of any governmental agency having jurisdiction over any of the PRC Subsidiaries or any of its properties. No governmental authorization of any governmental agency in the PRC is required for the consummation of the transactions contemplated by the Agreement and the RepresentativeUnderwriter’s OptionsWarrants, other than those already obtained. (x) No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Underwriters Underwriter to the government of the PRC or to any political subdivision or taxing authority thereof or therein in connection with the execution and delivery of the Agreement, the sale and delivery by the Company of the Firm Shares to or for the account of the Underwriter, the sale and delivery outside the PRC by the Underwriters Underwriter of the Firm Shares to the purchasers thereof in the manner contemplated in the Agreement, or the consummation of any other transaction contemplated in the Agreement. (xi) Although we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, or the Prospectus, we have no reason to believe, that (a) when it became of effective, any part of the Registration Statement (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; (b) as of the date of the Agreement and the date hereof, any part of the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein not misleading; or (c) at the time the Prospectus was filed with the Commission or at the date hereof, any part of the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein not misleading. The term “Knowledge” as used in this opinion shall mean the actual knowledge of the attorneys who have been involved in representing the Company after due and reasonable inquiry.

PRC Opinion. On the Closing Date, the Representative Underwriter shall have received the favorable opinion of B&D Law Firm, PRC counsel to the Company, related to, among other things, the descriptions of laws of the PRC and the organization of the Company’s PRC Subsidiaries, affiliates and ownership structure, dated the Closing Date and addressed to the Representative Underwriter covering the following: (i) [Insert for each the PRC Subsidiary] [●] has been duly organized and is validly existing as a [●] under the laws and regulations of the PRC; [●]’s business license is in full force and effect; [●] of the equity interests of [●] are owned by [●], and to our Knowledge, such equity interests are free and clear of all liens, encumbrances, equities or claims; and the articles of association, the business license and other constituent documents of [●] comply with the requirements of applicable the PRC laws and regulations and are in full force and effect. (ii) Except as set forth in the Registration Statement and the Prospectus, each of the PRC Subsidiaries, has full corporate right, power and authority and has all necessary governmental authorizations of and from, and has made all necessary declarations and filings with, all governmental agencies to own, lease, license and use its properties, assets and conduct its business, and such governmental authorizations contain no materially burdensome restrictions or conditions; to our Knowledge, none of the PRC Subsidiaries has any reason to believe that any regulatory body is considering modifying, suspending, revoking or not renewing any such governmental authorizations; and each of the PRC Subsidiaries is in compliance in all material respects with the provisions of all such governmental authorizations and conducts its business in all material respects in accordance with any the PRC laws and regulations to which it is subject or by which it is bound. (iii) Except as set forth in the Registration Statement and the Prospectus, none of the PRC Subsidiaries has taken any action nor have any steps been taken or legal or administrative proceedings been commenced or threatened for the winding up, dissolution or liquidation of any of the PRC Subsidiaries or for the suspension, withdrawal, revocation or cancellation of any of their respective business license. (iv) The ownership structure of the PRC Subsidiaries does not violate any prohibitory provisions of the applicable the PRC laws and regulations and the transactions conducted in the PRC involving the PRC Subsidiaries relating to the establishment of such ownership structure, in each case, did not and do not violate any explicit provisions of the applicable the PRC laws and regulations. (v) Except as set forth in the Registration Statement and the Prospectus, each of the PRC Subsidiaries owns or otherwise has the legal right to use, or can acquire on reasonable terms, the intellectual property (“Intellectual Property”) as currently used or as currently contemplated to be used by the PRC Subsidiaries. (vi) Except as set forth in the Registration Statement and the Prospectus, to our Knowledge, none of the PRC Subsidiaries is infringing, misappropriating or violating any intellectual property right of any third party in the PRC; no Intellectual Property is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Intellectual Property in the PRC that would impair the validity or enforceability of such Intellectual Property; and none of the Company or any of the PRC Subsidiaries has received any notice of any claim of infringement or conflict with any such rights of others. (vii) Except as set forth in the Registration Statement and the Prospectus, there are no legal, arbitration or governmental proceedings in progress or pending or, to our Knowledge, threatened, in the PRC to which the Company, or any the PRC Subsidiary is a party or of which any property of any the PRC Subsidiary is subject. (viii) As a matter of the laws and regulations of the PRC, none of the PRC Subsidiaries or their properties, assets or revenues has any right of immunity, on any grounds, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection with the transactions contemplated by the Agreement. (ix) The sale of the Public Securities and Underwriter’s Underwriter Securities and the compliance by the Company with all of the provisions of the Agreement and the RepresentativeUnderwriter’s Options and the consummation of the transactions contemplated thereby do not result in any violation of the provisions of the articles of association, business license or any other constituent documents of any of the PRC Subsidiaries or any applicable statute or any order, rule or regulation, of any governmental agency having jurisdiction over any of the PRC Subsidiaries or any of its properties. No governmental authorization of any governmental agency in the PRC is required for the consummation of the transactions contemplated by the Agreement and the RepresentativeUnderwriter’s Options, other than those already obtained. (x) No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by the Underwriters Underwriter to the government of the PRC or to any political subdivision or taxing authority thereof or therein in connection with the execution and delivery of the Agreement, the sale and delivery by the Company of the Firm Shares to or for the account of the Underwriter, the sale and delivery outside the PRC by the Underwriters Underwriter of the Firm Shares to the purchasers thereof in the manner contemplated in the Agreement, or the consummation of any other transaction contemplated in the Agreement. (xi) Although we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, or the Prospectus, we have no reason to believe, that (a) when it became of effective, any part of the Registration Statement (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading; (b) as of the date of the Agreement and the date hereof, any part of the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein not misleading; or (c) at the time the Prospectus was filed with the Commission or at the date hereof, any part of the Prospectus (other than the financial statements and related schedules therein, as to which we express no opinion) describing or summarizing the PRC laws and regulations or documents, agreements or proceedings governed by the PRC laws and regulations contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein not misleading. The term “Knowledge” as used in this opinion shall mean the actual knowledge of the attorneys who have been involved in representing the Company after due and reasonable inquiry.