| 1 |
Documents Reviewed
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| 1.1 |
The certificate of incorporation of the Company dated 21 November 2014.
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| 1.2 |
The amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 24 February 2017 and effective
immediately prior to the completion of the Company’s initial public offering of the Shares (the "Memorandum and Articles").
|
| 1.3 |
The written resolutions of the board of directors of the Company (the "Board")
dated 28 June 2021 (the "Directors' Resolutions").
|
| 1.4 |
A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate").
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| 1.5 |
A certificate of good standing dated 29 June 2021, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing").
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| 1.6 |
The Registration Statement.
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| 2 |
Assumptions
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| 2.1 |
Copies 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, and translations
of documents provided to us are complete and accurate.
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| 2.2 |
All signatures, initials and seals are genuine.
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| 2.3 |
There is nothing under any law (other than the law of the Cayman Islands), and there is nothing contained in the minute book or corporate records of the Company (which
we have not inspected), which would or might affect the opinions set out below.
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| 3 |
Opinion
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| 3.1 |
The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing under the laws of the Cayman Islands.
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| 3.2 |
The authorised share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each.
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| 3.3 |
When (i) the Board has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (ii) the issue of such
Shares has been recorded in the Company's register of members (shareholders); and (iii) the subscription price of such Shares (being not less than the par value of the Shares or Preferred Shares, as the case may be) has been fully paid in
cash or other consideration approved by the Board, the Shares will be duly authorised, validly issued, fully paid and non-assessable.
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| 4 |
Qualifications
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