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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/01/22 YUKAI Health Group Ltd. F-1 42:5.1M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: F-1 Registration Statement by a Foreign Issuer HTML 1.00M 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 19K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 179K 4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 15K 5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 133K 6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 13K 7: EX-5.1 Opinion of Counsel re: Legality HTML 32K 8: EX-10.1 Material Contract HTML 17K 17: EX-10.10 Material Contract HTML 84K 18: EX-10.11 Material Contract HTML 85K 19: EX-10.12 Material Contract HTML 189K 20: EX-10.13 Material Contract HTML 69K 21: EX-10.14 Material Contract HTML 28K 22: EX-10.15 Material Contract HTML 31K 23: EX-10.16 Material Contract HTML 29K 24: EX-10.17 Material Contract HTML 115K 25: EX-10.18 Material Contract HTML 102K 26: EX-10.19 Material Contract HTML 21K 9: EX-10.2 Material Contract HTML 28K 27: EX-10.20 Material Contract HTML 25K 28: EX-10.21 Material Contract HTML 46K 29: EX-10.22 Material Contract HTML 42K 30: EX-10.23 Material Contract HTML 42K 10: EX-10.3 Material Contract HTML 23K 11: EX-10.4 Material Contract HTML 64K 12: EX-10.5 Material Contract HTML 57K 13: EX-10.6 Material Contract HTML 58K 14: EX-10.7 Material Contract HTML 57K 15: EX-10.8 Material Contract HTML 57K 16: EX-10.9 Material Contract HTML 60K 31: EX-21.1 Subsidiaries List HTML 12K 32: EX-23.1 Consent of Expert or Counsel HTML 12K 33: EX-23.4 Consent of Expert or Counsel HTML 14K 42: EX-FILING FEES Filing Fees HTML 24K 34: EX-99.1 Miscellaneous Exhibit HTML 61K 35: EX-99.2 Miscellaneous Exhibit HTML 26K 36: EX-99.3 Miscellaneous Exhibit HTML 12K 37: EX-99.4 Miscellaneous Exhibit HTML 12K 38: EX-99.5 Miscellaneous Exhibit HTML 12K 39: EX-99.6 Miscellaneous Exhibit HTML 40K 40: EX-99.7 Miscellaneous Exhibit HTML 31K 41: EX-99.8 Miscellaneous Exhibit HTML 23K
Exhibit 99.2
福建省福州市台江区望龙二路1号国际金融中心(IFC)37层(350005)
电话:+86-591-87850803 传真:+86-591-87816904
37/F, IFC, No.1, Wanglong 2nd Avenue, Taijiang District, Fuzhou, Fujian 350005 P. R. China
Tel: +86-591-87850803 Fax: +86-591-87816904
| TO: | Yukai Health Group
Limited Second Floor, Century Yard, Cricket Square P. O. Box 902, Grand Cayman, KY1-1103 Cayman Islands |
Re: PRC Legal Opinion for Certain Legal Matters of the Initial Public Offering of YUKAI Health Group Limited
We are acting as the People’s Republic of China (the “PRC,” which for the purpose of this legal opinion, does not include Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) legal adviser to YUKAI Health Group Limited (the “Company”), in connection with the Company’s initial public offering and sale of a certain number of ordinary shares with a par value of US$0.0005 per share (the “Ordinary Shares”) pursuant to the Company’s registration statement on Form F-1, including all amendments and supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Offering”).
We are licensed lawyers in the PRC and are authorized by the Ministry of Justice of the PRC to issue legal opinions in relation to the above matters in accordance with the published and publicly available PRC laws, regulations, rules and judicial interpretations announced by the PRC Supreme People’s Court (collectively the “PRC Laws”), such licenses and authorization of which have not been revoked, suspended, restricted, or limited in any manner whatsoever.
| A. | Documents Examined, Definition and Information Provided |
In connection with this opinion letter, we have examined copies, certified or otherwise identified to our satisfaction, of documents provided by the Company, the Registration Statement, corporate records, certificates, Approvals (as defined below), and such other documents and other instruments as we have deemed necessary for the purpose of rendering this opinion, including, without limitation, originals or copies of the certificates issued by the PRC Government Authorities (as defined below) and certificates issued by officers of the Company. All of these documents are hereinafter collectively referred to as the "Documents."
Unless the context of this opinion otherwise provides, the following terms in this opinion shall have the meanings set forth below:
“Government Authorizations” means all government authorizations, consents, waivers, sanctions, certificates, authorizations, filings, registrations, exemptions, permissions, endorsements, annual inspections, qualifications, and licenses required by applicable PRC Laws.
C:
C: 1
“Fujian Yukai” or “WFOE” means Fujian Yukai Health Technology Co., Ltd., a limited liability company formed in the PRC;
“Fuzhou Yukai” means Fuzhou Yukai Trading Co., Ltd., Fujian Yukai’s wholly-owned subsidiary, a limited liability company formed in the PRC;
“PRC Subsidiaries” means Fujian Yukai and Fuzhou Yukai; and
“Prospectus” means the prospectus, including all amendments and supplements thereto, that forms part of the Registration Statement.
Capitalized terms used but not defined herein shall have the meanings set forth in the Registration Statement.
| B. | Assumptions |
In our examination of the aforesaid Documents, we have assumed, without independent investigation and inquiry that:
| 1. | all signatures, seals and chops are genuine and were made or affixed by representatives duly authorized by the respective parties, all natural persons have the necessary legal capacity, all Documents submitted to us as originals are authentic, and all Documents submitted to us as certified or photo static copies conform to the originals; |
| 2. | no amendments, revisions, modifications or other changes have been made with respect to any of the Documents after they were submitted to us for the purposes of this opinion; and |
| 3. | each of the parties to the Documents (except that we do not make such assumptions about the PRC Subsidiaries) is duly organized and validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation, and has been duly approved and authorized where applicable by the competent governmental authorities of the relevant jurisdiction to carry on its business and to perform its obligations under the Documents to which it is a party. |
In expressing the opinions set forth herein, we have relied upon the factual matters contained in the representations and warranties set forth in the Documents.
| C. | Opinion |
Based upon the foregoing, we are of the opinion that:
| 1. | With respect to the M&A Rules |
On August 8, 2006, six PRC regulatory agencies, namely, the Ministry of Commerce (“MOC”), the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the State Administration for Foreign Exchange, and the China Securities Regulatory Commission (“CSRC”), jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and were amended on June 22, 2009. M&A Rules require, (i) the merger and acquisition of a domestic enterprise with or by a domestic enterprise or individual, that has related party relationship with the target company, in the name of an overseas company legitimately incorporated or controlled by the domestic enterprise or individual, shall be subject to examination and approval by MOC; (ii) offshore special purpose vehicles, or SPVs, formed for the purpose of acquiring PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.
C:
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Fujian Yukai was originally established by the Company as a foreign-invested enterprise. Fuzhou Yukai became a sino-foreign equity joint venture, instead of a domestic enterprise, before the acquisition of Fuzhou Yukai by Fujian Yukai (the "Acquisition"). Therefore, the M&A Rules do not apply to the Company, no approval from the MOC is required for the Acquisition, and the Company is not required to obtain the prior approval from CSRC for the listing and trading of the Company's Ordinary Shares on an overseas stock exchange either.
| 2. | Taxation |
The statements set forth under the caption “Taxation” in the Prospectus, insofar as they constitute statements of PRC tax law, are accurate in all material respects and that such statements constitute our opinion, and insofar as related to PRC Laws nothing has been omitted from such statements which would make the same misleading in all material respects.
| 3. | Enforceability of Civil Procedures |
The recognition and enforcement of foreign judgments are subject to compliance with the PRC Civil Procedures Law and relevant civil procedure requirements in the PRC. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against the Company or its directors and officers, if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.
| 4. | Statements in the Prospectus |
The statements in the Prospectus under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Enforceability of Civil Liabilities,” “Use of Proceeds,” “Regulations,” “Management,” “Taxation,” “Dividend Policy,” and “Legal Matters,” insofar as such statements constitute summaries of the PRC legal matters, documents or proceedings referred to therein, in each case to the extent, and only to the extent, governed by PRC Laws, fairly present the information and summarize in all material respects the matters referred to therein; and such statements are true and accurate in all material aspects, and correctly set forth therein, and nothing has been omitted from such statements which would make the same misleading in any material respect.
| D. | Consent |
We hereby consent to the use of our name under the captions “Prospectus Summary,” “Risk Factors,” “Enforceability of Civil Liabilities,” “Taxation,” “Legal Matters,” and elsewhere in the Registration Statement.
C:
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This opinion letter relates only to PRC Laws and we express no opinion as to any laws other than PRC Laws. PRC Laws referred to herein are laws currently in force as of the date of this opinion letter and there is no guarantee that any of such PRC Laws, or the interpretation thereof or enforcement therefor, will not be changed, amended or revoked in the immediate future or in the longer term with or without retroactive effect.
We hereby consent to the use of this opinion letter in, and the filing hereof as an exhibit to, the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Very truly yours,
/s/ ALLBRIGHT LAW OFFICES (FUZHOU)
ALLBRIGHT LAW OFFICES (FUZHOU)
C:
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| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/1/22 | None on these Dates | ||
| 6/22/09 | ||||
| 9/8/06 | ||||
| 8/8/06 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/02/23 YUKAI Health Group Ltd. F-1/A 4:2.2M Toppan Merrill/FA 2/13/23 YUKAI Health Group Ltd. F-1/A 3:2.8M Toppan Merrill/FA 1/18/23 YUKAI Health Group Ltd. F-1/A 2:2.8M Toppan Merrill/FA 12/02/22 YUKAI Health Group Ltd. F-1/A 6:3.1M Toppan Merrill/FA 9/16/22 YUKAI Health Group Ltd. F-1/A 7:2.8M Toppan Merrill/FA |