EX-5.1 2 ea024283601ex5-1_wimi.htm OPINION OF OGIER

Exhibit 5.1

 

 

WiMi Hologram Cloud Inc.s   D  +852 3656 6054 / +852 3656 6010
Room#1508, 4th Building   E   nathan.powell@ogier.com
Zhubang 2000 Business Center        cecilia.li@ogier.com
No. 97, Balizhuang Xili, Chaoyang District    
Beijing    
The People’s Republic of China, 100020N   Reference: NMP/CQL/511921.00002

 

23 May 2025

 

Dear Sirs

 

WiMi Hologram Cloud Inc. (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-3, including all amendments and supplements thereto (the Registration Statement), initially filed on 30 December 2024 with the U.S. Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act) relating to securities to be issued and sold by the Company from time to time, and the prospectus supplement dated 23 May 2025 (the Prospectus Supplement). The Registration Statement and the Prospectus Supplement relate to the sale of (a) up to US$40,000,000 aggregate principal amount of a series of unsecured convertible promissory notes by way of an initial tranche in the aggregate sum of US$10,000,000 due 2026 and later tranches (together, the Convertible Notes) convertible into class B ordinary shares of the Company of a par value of US$0.002 each (the Shares) in accordance with certain convertible note purchase agreements dated 20 May 2025 (together, the CNPAs) entered into between the Company and the relevant purchasers named therein (the Purchasers) and (b) the Shares underlying the Convertible Notes pursuant to certain convertible promissory notes (i) issued on 23 May 2025 (the Initial Tranche Convertible Notes Documents) and (ii) to be issued from time to time (the Future Convertible Notes Documents, together with the Initial Tranche Convertible Note Documents, the Convertible Notes Documents) by the Company in favour of the Purchasers.

 

We are furnishing this opinion as Exhibit 5.1 to the Company’s current report on Form 6-K which will be incorporated by reference into the Registration Statement and the Prospectus Supplement (the Form 6-K).

 

1Documents examined

 

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the documents set forth in Schedule 1. In addition, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.

 

Ogier

Providing advice on British Virgin Islands,
Cayman Islands and Guernsey laws
 

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
Anthony Oakes
Oliver Payne
Kate Hodson
David Nelson
Justin Davis
Joanne Collett
Dennis Li

Cecilia Li**

Rachel Huang**

Yuki Yan**

Florence Chan*

Richard Bennett**

James Bergstrom

 

* admitted in New Zealand
** admitted in England and Wales

not ordinarily resident in Hong Kong

 

 

 

Page 2 of 8

 

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 copies of 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, the Register and the Director’s Certificate (each as defined in Schedule 1) is accurate and complete as at the date of this opinion;

 

(e)the CORIS Search (as defined in Schedule 1) which we have examined is accurate and that the information disclosed by the CORIS Search is true and complete and that such information has not since been altered;

 

(f)all copies of the Registration Statement, the Prospectus Supplement, the CNPAs and the Convertible Notes Documents are true and correct copies and the Registration Statement, the Prospectus Supplement, the CNPAs and the Convertible Notes Documents conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement, the Prospectus Supplement, the CNPAs or the Convertible Notes Documents have been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(g)the Board Resolutions (as defined in Schedule 1) remain 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 Registration Statement, the Prospectus Supplement, the CNPAs and the Convertible Notes Documents and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Registration Statement, the Prospectus Supplement, the CNPAs and the Convertible Notes Documents which has not been properly disclosed in the Board Resolutions;

 

(h)each of the parties to the CNPAs and the Convertible Notes Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws;

 

(i)the Future Convertible Notes Documents will be duly executed, dated and delivered by all parties thereto in materially the same form as the last draft examined by us;

 

(j)each of the CNPAs and the Initial Tranche Convertible Notes Documents has been authorised and duly executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands);

 

 

 

Page 3 of 8

 

(k)the Future Convertible Notes Documents has been duly authorised and will be duly executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands);

 

(l)each of the CNPAs and the Initial Tranche Convertible Notes Documents is legal, valid and binding and enforceable against all relevant parties in accordance with its terms under relevant law (other than, in the case of the Company, the laws of the Cayman Islands);

 

(m)the Future Convertible Notes Documents will be legal, valid and binding and enforceable against all relevant parties in accordance with its terms under relevant law (other than, in the case of the Company, the laws of the Cayman Islands);

 

(n)none of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:

 

(i)the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and

 

(ii)neither the execution or delivery of the Registration Statement, the Prospectus Supplement, the CNPAs or the Convertible Notes Documents nor the exercise by any party to the Registration Statement, the Prospectus Supplement, the CNPAs or the Convertible Notes Documents of its rights or the performance of its obligations under them contravene those laws or public policies;

 

(o)there are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Registration Statement, the Prospectus Supplement, the CNPAs, the Convertible Notes Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way;

 

(p)no monies paid to or for the account of any party under the Registration Statement, the Prospectus Supplement, the CNPAs and the Convertible Notes Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (as revised) and the Terrorism Act (as revised), respectively);

 

(q)there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company;

 

(r)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; and

 

(s)the Register of Writs (as defined in Schedule 1) constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court as at the time we conducted our investigation of such Register.

 

 

 

Page 4 of 8

 

3Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 2 and the limitations set forth 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 of Companies of the Cayman Islands (the Registrar).

 

Authorised share capital

 

(b)The authorised share capital of the Company is US$1,500,000 divided into 750,000,000 shares comprising of (i) 37,500,000 class A ordinary shares of a par value of US$0.002 each, (ii) 412,500,000 class B ordinary shares of a par value of US$0.002 each and (iii) 300,000,000 shares with a par value of US$0.002 each of such class or classes (however designated) as the board of directors may determine.

 

Valid issuance of Shares

 

(c)The Shares to be offered and issued by the Company as contemplated by the Registration Statement, the Prospectus Supplement and the CNPAs (including the issuance of the Shares upon the conversion of the Convertible Notes in accordance with the Convertible Notes Documents) have been duly authorised and, when issued by the Company upon:

 

(i)payment in full of the consideration as set out in the Registration Statement, the Prospectus Supplement and the CNPAs and in accordance with the terms set out in the Registration Statement, the Prospectus Supplement and the CNPAs (including the issuance of the Shares upon the conversion of the Convertible Notes in accordance with the Convertible Notes Documents) and in accordance with the Board Resolutions and the Memorandum and Articles (as defined in Schedule 1); and

 

(ii)the entry of those Shares as fully paid on the register of members of the Company,

 

shall be validly issued, fully paid and non-assessable.

 

4Matters not covered

 

We 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 reviewed to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

 

 

 

Page 5 of 8

 

(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 documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), 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 documents reviewed and any other agreements into which the Company may have entered or any other documents; or

 

(c)as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles) entered into by or binding on the Company.

 

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.

 

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.

 

6Who can rely on this opinion

 

6.1We hereby consent to the filing of this opinion as an exhibit to the Form 6-K to the reference to our firm under the heading “Legal Matters” of the Prospectus Supplement. 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 Act, or the Rules and Regulations of the Commission thereunder.

 

6.2This opinion may be used only in connection with the Shares by the Company while the Registration Statement and the Prospectus Supplement are effective. With the exception of your professional advisers (acting only in that capacity), it may not be relied upon by any person, other than persons entitled to rely upon it pursuant to the provisions of the Act, without our prior written consent.

 

Yours faithfully

 

/s/ Ogier  
Ogier  

 

 

 

Page 6 of 8

 

SCHEDULE 1

 

Documents examined

 

1The certificate of incorporation of the Company dated 16 August 2018 issued by the Registrar.

 

2The second amended and restated memorandum and articles of association of the Company adopted by a special resolution passed on 24 July 2019 and effective immediately prior to the completion of the initial public offering of the Company’s American depositary shares representing its class B ordinary shares and filed with the Registrar on 6 April 2020 and the minutes of the extraordinary general meeting of the Company held on 25 March 2025 (the Memorandum and Articles);

 

3The certificate of good standing dated 15 May 2025 (the Good Standing Certificate) issued by the Registrar in respect of the Company.

 

4The register of directors and officers of the Company dated 20 July 2022 (the Register).

 

5A certificate from a director of the Company dated 23 May 2025 as to certain matters of facts (the Director’s Certificate).

 

6The Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by us on 22 May 2025 (the Register of Writs).

 

7A search on the Cayman Online Registry Information Service conducted against the Company at the Registrar on 22 May 2025 (the CORIS Search).

 

8The unanimous written resolutions of the board of directors of the Company passed on 5 August 2024 approving, among other things, the Registration Statement.

 

9The unanimous written resolutions of the board of directors of the Company passed on 20 May 2025 approving, among other things, the Prospectus Supplement and the CNPAs and the issuance of the Shares and the Convertible Notes (together with item 8, collectively referred to as the Board Resolutions).

 

10The Registration Statement and the Form 6-K.

 

11The Prospectus Supplement.

 

12The CNPAs.

 

13The Initial Tranche Convertible Notes Documents.

 

14The Future Convertible Notes Documents in the form of exhibit 99.2 as appended to the Form 6-K.

 

 

 

Page 7 of 8

 

SCHEDULE 2

 

Qualifications

 

Good standing

 

1Under the Companies Act (Revised) (Companies Act) of the Cayman Islands, annual returns in respect of the Company must be filed with the Registrar, 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.

 

2In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. 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 Act.

 

Register of members

 

3Under the Companies Act, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

Non-assessable

 

4In this opinion, the phrase “non-assessable” means, with respect to the Shares, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the 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 circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

5We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder.

 

 

 

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Register of Writs

 

6Our examination of the Register of Writs 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, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets,

 

as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (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.