EX-5.1 3 ff12018a1ex5-1_fuqinfin.htm OPINION OF OGIER, CAYMAN ISLANDS COUNSEL OF FUQIN FINTECH LIMITED, AS TO THE VALIDITY OF THE ORDINARY SHARES

Exhibit 5.1

 

 

Fuqin Fintech Limited

富勤金融科技有限公司

 

  D  +852 3656 6054
  E  nathan.powell@ogier.com
   
  Reference: NMP/FYC/175106.00001

 

17 September 2018

 

Dear Sirs

 

Fuqin Fintech Limited 富勤金融科技有限公司 (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as initially filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act 1933, as amended (the Act) on or about 31 August 2018. The Registration Statement relates to the offering (the Offering) of (i) a minimum of 2,000,000 shares to a maximum of 3,500,000 shares of a par value of US$0.0001 per share each of the Company (the IPO Shares). The Company will also be issuing warrants to purchase such number of ordinary shares in the Company equal to 6.75% percent of the ordinary shares sold in the Offering (the Warrant) pursuant to the Underwriter Warrant Agreement (as defined below).

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

1 Documents examined

 

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents: (the Documents):

 

(a)the certificate of incorporation of the Company dated 23 June 2017 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

(b)the amended and restated memorandum and articles of association of the Company adopted by special resolutions dated 13 September 2018 (respectively, the Memorandum and the Articles);

 

(c)a certificate of good standing dated 18 May 2018 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

 

 

Ogier

British Virgin Islands, Cayman Islands,
Guernsey, Jersey and Luxembourg practitioners

 

Floor 11 Central Tower

28 Queen's Road Central

Central

Hong Kong

 

T +852 3656 6000

F +852 3656 6001

ogier.com

 

Partners

Nicholas Plowman

Nathan Powell

Ray Ng

Kate Hodson

David Nelson

Anthony Oakes

Oliver Payne

James Bergstrom

Marcus Leese

 

 

 

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(d)a copy of the register of directors of the Company filed with the Registrar on 13 September 2018 (the ROD);

 

(e)a copy of the register of members of the Company provided to us on 14 May 2018 (the ROM, and together with the ROD, the Registers);

 

(f)a copy of the written resolutions of the shareholders of the Company dated 23 January 2018 amending the authorised share capital of the Company;

 

(g)a draft copy of the underwriter's warrant agreement between the Company and the party named therein (the Underwriter Warrant Agreement) as filed and included in Exhibit 1.1 of the Registration Statement on 31 August 2018;

 

(h)a copy of the unanimous written resolutions of the directors of the Company dated 13 September 2018 approving the Company's filing of the Registration Statement and issuance of the IPO Shares and shares under the Underwriter Warrant Agreement (the Board Resolutions, and together with the Shareholder Resolutions, the Resolutions); and

 

(i)the Registration Statement.

 

2Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)all original documents examined by us are authentic and complete;

 

(b)all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d)each of the Good Standing Certificate and the Registers is accurate and complete as at the date of this opinion;

 

(e)all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(f)the Board Resolution remains in full force and effect and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Documents which has not been properly disclosed in the Board Resolutions;

 

 

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(g)neither the directors and shareholders of the Company have taken any steps to appoint a liquidator of the Company and no receiver has been appointed over any of the Company’s property or assets;

 

(h)the maximum number of ordinary shares which the Company is required to issue to fulfil its obligation to issue the IPO Shares is 3,500,000 ordinary shares and the consideration payable for each IPO Share shall be no less than the par value of US$0.0001 each and the Company will have sufficient authorised but unissued share capital to effect the issuance of the Warrant Shares (as defined below) upon exercise of the Warrant;

 

(i)the Company will duly execute and delivery the Underwriter Warrant Agreement in the draft form provided for us for review in accordance with the Resolutions and when duly signed and delivered by all parties thereto, will constitutes legal, valid and binding against all parties thereto; and

 

(j)there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

 

3Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Corporate status

 

(a)The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar.

 

Valid Issuance of IPO Shares

 

(b)The IPO Shares have been duly authorised for issuance and, when issued and sold in accordance with the Registration Statement and duly passed Board Resolutions and once consideration of not less than the par value is paid per share, will be validly issued, fully paid and non-assessable. Once the register of members has been updated to reflect the issuance of the IPO Shares, the shareholders recorded in the register of members will be deemed to have legal title to the IPO Shares set against their respective name.

 

(c)The shares to be issued under the Warrant (the Warrant Shares) have been duly authorised and, when issued and sold in accordance with the Registration Statement, the duly signed and delivered Underwriter Warrant Agreement and duly passed Resolutions and once consideration of not less than the par value is paid per share, will be validly issued, fully paid and non-assessable. Once the register of members has been updated to reflect the issuance of the Warrant Shares, the shareholders recorded in the register of members will be deemed to have legal title to the Warrant Shares set against their respective name.

 

 

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4Limitations and Qualifications

 

4.1We offer no opinion:

 

(a)as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; or

 

(b)except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents.

 

4.2Under the Companies Law (Revised) (Companies Law) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar of Companies in the Cayman Islands, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

4.3In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar of Companies. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Law.

 

4.4Our examination of the Cause List cannot conclusively reveal whether or not there is:

 

(a)any current or pending litigation in the Cayman Islands against the Company; or

 

(b)any application for the winding up or dissolution of the Company or the appointment of any liquidator or trustee in bankruptcy in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Cause List immediately or the court file associated with the matter may not be accessible (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.

 

5Governing law of this opinion

 

5.1This opinion is:

 

(a)governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)limited to the matters expressly stated in it; and

 

(c)confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

 

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5.2Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

This opinion may be used only in connection with the offer and sale of the IPO Shares while the Registration Statement is effective.

 

Yours faithfully

 

/s/ Ogier    

Ogier