EX-5.1 3 ea024041503ex5-1_yimutian.htm OPINION OF MAPLES AND CALDER (HONG KONG) LLP REGARDING THE VALIDITY OF THE CLASS A ORDINARY SHARES BEING REGISTERED AND CERTAIN CAYMAN ISLANDS TAX MATTERS

Exhibit 5.1

 

 

Our refSQG/794866-000002/32434384v3

 

YIMUTIAN INC.

6/F, Building B-6, Block A Zhongguancun

Dongsheng Technology Campus No. 66

Xixiaokou Road

Haidian District, Beijing 100192

People’s Republic of China

 

22 July 2025

 

Dear Sirs and/or Madams

 

YIMUTIAN INC.

 

We have acted as Cayman Islands legal advisers to YIMUTIAN INC. (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended to date, relating to the initial public offering by the Company of certain American depositary shares (the “ADSs”) representing the Company’s Class A ordinary shares of par value US$0.00001 each (the “Shares”).

 

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 29 January 2014 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The Twelfth Amended and Restated Memorandum and Articles of Association of the Company as adopted by a special resolution passed on 10 December 2023 (the “Pre-IPO Memorandum and Articles”).

 

1.3The Thirteenth Amended and Restated Memorandum and Articles of Association of the Company adopted by a special resolution passed on 12 May 2025 and effective immediately prior to the completion of the Company’s initial public offering of ADSs representing its Shares (the “IPO Memorandum and Articles”).

 

 

 

 

1.4The written resolutions of the board of directors of the Company dated 9 May 2025 (the “Board Resolutions”).

 

1.5The written resolutions of the shareholders of the Company dated 12 May 2025 (the “Shareholders’ Resolutions”).

 

1.6A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.7A certificate of good standing dated 9 June 2025, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

 

1.8The Registration Statement.

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

3Opinion

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares, will be US$200,000 divided into 20,000,000,000 shares of a par value of US$0.00001 each, comprising (i) 16,000,000,000 Class A ordinary shares of a par value of US$0.00001 each, (ii) 800,000,000 Class B ordinary shares of a par value of US$0.00001 each, and (iii) 3,200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with the IPO Memorandum and Articles.

 

3.3The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

 

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3.4The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

4Qualifications

 

In this opinion the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully

 

/s/ Maples and Calder (Hong Kong) LLP

 

Maples and Calder (Hong Kong) LLP

 

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Director’s Certificate

 

22 July 2025

 

To: Maples and Calder (Hong Kong) LLP
  26th Floor, Central Plaza
  18 Harbour Road
  Wanchai, Hong Kong

 

Dear Sirs

 

YIMUTIAN INC. (the “Company”)

 

I, the undersigned, being one of the directors of the Company, am aware that you are being asked to provide a legal opinion (the “Opinion”) in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

 

1The Pre-IPO Memorandum and Articles remain in full force and effect and, except as amended by the resolutions as set out in the Shareholders’ Resolutions adopting the IPO Memorandum and Articles, are otherwise unamended.

 

2The Board Resolutions were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

 

3The Shareholders’ Resolutions were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

 

4The authorised share capital of the Company is US$50,000 divided into (i) 2,713,770,293 Ordinary Shares of par value US$0.00001 each, (ii) 387,781,378 Series A Preferred Shares of par value US$0.00001 each, (iii) 703,901,412 Series B Preferred Shares of par value US$0.00001 each, (iv) 517,022,352 Series C Preferred Shares of par value US$0.00001 each, (v) 357,323,044 Series C-1 Preferred Shares of par value US$0.00001 each, (vi) 224,881,374 Series C-2 Preferred Shares of par value US$0.00001 each, and (vii) 95,320,147 Series D Preferred Shares of par value of US$0.00001 each.

 

5The authorised share capital of the Company, with effect immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares, will be US$200,000 divided into 20,000,000,000 shares of a par value of US$0.00001 each, comprising (i) 16,000,000,000 Class A ordinary shares of a par value of US$0.00001 each, (ii) 800,000,000 Class B ordinary shares of a par value of US$0.00001 each, and (iii) 3,200,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors may determine in accordance with the IPO Memorandum and Articles.

 

 

 

6The shareholders of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement.

 

7The directors of the Company at the date of the Board Resolutions and this certificate are as follows:

 

Jinhong Deng

Min Liu

Shijie Chen

Zhijia Liu

Mi Zhou

Yu Zhang

Kui Zhou

Ye Zhang

Lin Shi

 

8The directors of the Company consider the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions which are the subject of the Opinion.

 

9No interest in the Company constituting shares, voting rights or ultimate effective control over management in the Company is currently subject to a restrictions notice issued under the Beneficial Ownership Transparency Act (As Revised).

 

10To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor shareholders have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company’s property or assets.

 

11The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state.

 

12The Company has no employees.

 

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.

 

[signature page follows]

 

 

 

Signature: /s/ Jinhong Deng  
Name: Jinhong Deng  
Title: Director