EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

 

Lobo EV Technologies Ltd.

萝贝电动车科技有限公司

D:  

+852 3656 6054 /

+852 3656 6061

Ritter House

Wickhams Cay II

E:   nathan.powell@ogier.com / florence.chan@ogier.com
PO Box 3170, Road Town      
Tortola VG1110
British Virgin Islands
Reference:   FYC/AGC/502333.00004

 

7 January 2025

 

Dear Sirs

 

Lobo EV Technologies Ltd. 萝贝电动车科技有限公司 (the Company)

 

We have acted as British Virgin 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 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 the date hereof. The Registration Statement relates to the resale (the Resale) by STREETERVILLE CAPITAL, LLC (the Selling Shareholder) of 2,485,000 ordinary shares of a par value of US$0.001 each of the Company (the Ordinary Shares), comprising of (a) 850,000 Ordinary Shares (the Pre-delivery Shares) and (b) 1,635,000 Ordinary Shares (the Note Shares, together with the Pre-delivery Shares, the Resale Shares) issuable upon conversion of a convertible promissory note (the Note) dated 10 December 2024 issued in favour of the Selling Shareholder, pursuant to the securities purchase agreement (the Securities Purchase Agreement) dated 10 December 2024 between the Company and the Selling Shareholder.

 

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.

 

1Documents Examined

 

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

 

(a)the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands (the Registrar) on 2 January 2025 (the Company Registry Records), including:

 

(i)a copy of the certificate of incorporation of the Company dated 25 October 2021;

 

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

 

Florence Chan*

Lin Han

Cecilia Li**

Rachel Huang**

Yuki Yan**

Richard Bennett**

James Bergstrom

Marcus Leese

 

 

* admitted in New Zealand

admitted in New York

** admitted in England and Wales

not ordinarily resident in Hong Kong

 

 
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(ii)a copy of the certificate of incorporation of the Company dated 14 December 2021 in relation to a change of company name;
   
(iii)a copy of the memorandum and articles of association of the Company registered with the Registrar 25 October 2021;
   
(iv)a copy of the amended and restated memorandum and articles of association of the Company as adopted by the Director’s Resolutions passed on 1 March 2023 and filed on 1 March 2023; and
   
(v)a copy of the second amended and restated memorandum and articles of association of the Company as adopted by the Shareholders’ Resolutions passed on 12 March 2024 and filed on 18 March 2024 (the Memorandum and Articles).

 

(b)the public information revealed from a search of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (the High Court Database) by the Registry of the High Court of the Virgin Islands on 2 January 2025 (the Court Records)
   
(c)the Company Registry Records and the Court Records each as updated by update searches on 6 January 2025 (the Company Registry Records and the Court Records together, and as updated, the Public Records);
   
(d)a certificate of incumbency dated 3 January 2025 (the Certificate of Incumbency) issued by the registered agent of the Company in respect of the Company;
   
(e)a certificate of good standing dated 2 January 2025 (the Certificate of Good Standing) issued by the Registrar in respect of the Company;
   
(f)the register of directors of the Company dated 25 March 2024 (the Register of Directors);
   
(g)a copy of the certified shareholder list of the Company as of 23 December 2024 provided to us by the Company on 3 January 2025 (the Register of Members, and together with the Register of Directors, the Registers);
   
(h)a copy of the written resolutions of all directors of the Company dated 10 March 2024 approving, among other things, the Company’s issuance of the Resale Shares (the Board Resolutions);
   
(i)the copies of the Securities Purchase Agreement and the Note; and
   
(j)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;

 

 
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(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 Certificate of Good Standing, the Certificate of Incumbency and the Registers is accurate and complete as at the date of this opinion;
   
(e)the Memorandum and Articles provided to you are in full force and effect and have not been amended, varied, supplemented or revoked in any respect;
   
(f)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;
   
(g)the Board Resolutions 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 issuance of Resale Shares, 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;
   
(h)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;
   
(i)the issuance of the relevant Resale Shares will not exceed the Company’s authorised share capital to at the time of issuance and upon the issuance of such Resale Shares, the Company will receive consideration for the full consideration thereof which shall be equal to at least the par value thereof;
   
(j)the Company will issue the relevant Resale Shares in furtherance of its objects as set out in its Memorandum;
   
(k)the Company will have sufficient authorised but unissued share capital to effect the issue of any of the Resale Shares at the time of issuance on the conversion of the Note;
   
(l)the Securities Purchase Agreement and the Note have been, or will be, authorised and duly executed in the form as exhibited in the Registration Statement and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws and, in respect of the Company, in the manner authorised in the Board Resolutions;
   
(m)upon execution, the Securities Purchase Agreement and the Note will be legal, valid, binding and enforceable against all relevant parties in accordance with its terms under the laws of its governing law and all other relevant laws. If an obligation is to be performed in a jurisdiction outside the British Virgin Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction;

 

 
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(n)the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under any and all documents entered into by such parties in connection with the issuance of the Resale Shares, and the due execution and delivery thereof by each party thereto;
   
(o)no invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any Resale Shares and none of the Resale Shares have been offered or issued to residents of the British Virgin Islands;
   
(p)the Company is, and after the allotment (where applicable) and issuance of the Resale Shares will be, able to pay its liabilities as they fall due;
   
(q)the information and each of the documents disclosed by the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration, or which is required by the laws of the British Virgin Islands to be delivered for registration, which was not included and available for inspection in the Public Records;
   
(r)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 Securities Purchase Agreement and the Note or the transactions contemplated by the Securities Purchase Agreement and the Note or restrict the powers and authority of the Company in any way from entering into and performing its obligations under a duly authorised, executed and delivered the Securities Purchase Agreement and the Note;
   
(s)there is no provision of the law of any jurisdiction, other than the British Virgin Islands, which would have any implication in relation to the opinions expressed herein; and
   
(t)the Company is not a land owning company for the purposes of Section 242 of the BVI Business Companies Act, 2004 meaning that neither it nor any of its subsidiaries has an interest in any land in the British Virgin Islands.

 

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 is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 (the BCA), and is validly existing and in good standing under the laws of the British Virgin Islands.

 

Authorised Share capital

 

(b)Based solely on the Memorandum and Articles, the Company is authorised to issue a maximum of 50,000,000 shares of US$0.001 par value each of a single class.

 

Corporate Authorisation

 

(c)The Company has taken all requisite corporate action to authorise the issuance of the Resale Shares under the Registration Statement.

 

 
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Valid Issuance of Resale Shares

 

(d)The Pre-delivery Shares issued pursuant to the Securities Purchase Agreement have been duly authorised for issuance, validly issued, fully paid and non-assessable, except that the Pre-delivery Shares shall be subject to the restrictions on transfer as provided in the Securities Purchase Agreement.
   
(e)The Note Shares to be issued pursuant to the Note and the Securities Purchase Agreement have been duly authorised for issuance, and when:

 

(i)issued by the Company upon due conversion of the Note in accordance with the terms thereof, the Securities Purchase Agreement, the Registration Statement, the memorandum and articles of association of the Company then in effect and the Board Resolutions, and once the consideration as stated in the Note and the Securities Purchase Agreement, which shall not be less than the par value per Note Share, is paid in full; and
   
(ii)such issuance of Note Shares have been duly registered in the Company’s register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable

 

Taxation

 

(f)No taxes, stamp duties, other duties, fees or charges are payable (by assessment, withholding, deduction or otherwise) to the government of the British Virgin Islands in respect of the Resale.
   
(g)There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Ordinance (Cap 206). In particular, section 242 of the BCA provides the Company with a statutory exemption from all forms of taxation in the British Virgin Islands.

 

4Limitations and Qualifications

 

4.1We offer no opinion:

 

(a)as to any laws other than the laws of the British Virgin 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 British Virgin 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.

 

 
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4.2Under the BCA an annual fee must be paid in respect of the Company to the Registry of Corporate Affairs in the British Virgin Islands. Failure to pay the annual fees by the relevant due date will render the Company liable to a penalty fee in addition to the amount of the outstanding fees. If the license fee remains unpaid from the due date, the Company will be liable to be struck off the Register of Companies.
  
4.3For the purposes of this opinion “in good standing” means only that as of the date of this opinion the Company is up-to-date with the payment of its annual fee to the Registry of Corporate Affairs under the BCA. 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 British Virgin Islands other than the BCA.
  
4.4The Public Records and our searches thereof may not reveal the following:

 

(a)in the case of the Company Registry Records, details of matters which have not been lodged for registration or have been lodged for registration but not actually registered at the time of our search;
   
(b)in the case of the Court Records, details of proceedings which have been filed but not actually entered in the High Court Database at the time of our search;
   
(c)whether an application for the appointment of a liquidator or a receiver has been presented to the High Court of the British Virgin Islands or whether a liquidator or a receiver has been appointed out of court, or whether any out of court dissolution, reconstruction or reorganisation of the Company has been commenced; or
   
(d)any originating process (including an application to appoint a liquidator) in respect of the Company in circumstances where the High Court of the British Virgin Islands has prior to the issuance of such process ordered that such process upon issuance be anonymised (whether on a temporary basis or otherwise),

 

and the following points should also be noted:

 

(e)the Court Records reflect the information accessible remotely on the High Court Database, we have not conducted a separate search of the underlying Civil Cause Book (the Civil Cause Book) or the Commercial Cause Book (the Commercial Cause Book) at the Registry of the High Court of the British Virgin Islands. Although the High Court Database should reflect the content of the Civil Cause Book and the Commercial Cause Book, neither the High Court Database nor the Civil Cause Book or Commercial Cause Book is updated every day, and for that reason neither facility can be relied upon to reveal whether or not a particular entity is a party to litigation in the British Virgin Islands;
   
(f)the High Court Database is not updated if third parties or noticed parties are added to or removed from the proceedings after their commencement; and
   
(g)while it is a requirement under Section 118 of the Insolvency Act 2003 that notice of the appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver.

 

 
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5Governing Law of This Opinion

 

5.1This opinion is:

 

(a)governed by, and shall be construed in accordance with, the laws of the British Virgin 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 British Virgin Islands at the date of this opinion.

 

5.2Unless otherwise indicated, a reference to any specific British Virgin 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 and to the reference to our firm under the headings “Enforceability of Civil Liabilities” and “Legal Matters” of the Registration Statement.

 

This opinion may be used only in connection with the Resale while the Registration Statement is effective.

 

Yours faithfully

 

/s/ Ogier

 

Ogier