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Deutsche Bank Trust Co Americas/ADR Group – ‘F-6’ on 10/15/19 re: Aesthetic Medical International Holdings Group Ltd – ‘EX-5’

On:  Tuesday, 10/15/19, at 9:11am ET   ·   Accession #:  1208646-19-90   ·   File #:  333-234191

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/15/19  Deutsche Bank Tr Co Americas/… Gp F-6                    3:405K Aesthetic Medical Int’l Hold… Ltd Black & Callow/FA

Registration of Depositary Shares Evidenced by American Depositary Receipts – Not Effective Immediately   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by      HTML     39K 
                American Depositary Receipts - Not Effective                     
                Immediately                                                      
 2: EX-4        Instrument Defining the Rights of Security Holders  HTML    270K 
 3: EX-5        Opinion of Counsel re: Legality                     HTML      9K 


‘EX-5’   —   Opinion of Counsel re: Legality


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Proskauer Rose (UK) LLP   110 Bishopsgate   London EC2N 4AY

 

 

 

  

October 15, 2019

t.: +44 (20) 7280-2000

f.: +44 (20) 7280-2001

 

www.proskauer.com

 

 

 

 

Deutsche Bank Trust Company Americas

As Depositary under the Deposit Agreement

60 Wall Street

New York, New York 10005

 

 

Ladies and Gentlemen

We refer to the Registration Statement on Form F-6 dated October 15, 2019 (the “Registration Statement”) relating to American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”), each ADS representing three ordinary shares of Aesthetic Medical International Holdings Group Limited (the “Company”). Unless otherwise defined herein, capitalized terms defined in the Deposit Agreement appearing as Exhibit (a) to the Registration Statement, among the Company, the Depositary and all Holders and Beneficial Owners of ADSs evidenced by ADRs issued thereunder (the “Deposit Agreement”), and used herein shall have the meanings ascribed to them in the Deposit Agreement.

In giving this opinion, we have assumed that the Deposit Agreement will have been duly authorized, executed and delivered by the Company and will constitute the legal, valid and binding obligation of the Company and will be enforceable against it in accordance with its terms, that the relevant Shares will have been duly deposited with a Custodian under and in accordance with all applicable laws and regulations, that the choice of New York law contained in the Deposit Agreement is legal and valid under the laws of the Cayman Islands, and that insofar as any obligation under the Deposit Agreement is to be performed in, or by a party organized under the laws of, any jurisdiction outside of the United States, its performance will not be illegal or ineffective in any jurisdiction by virtue of the law of that jurisdiction.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the ADSs covered by the Registration Statement, when evidenced by ADRs that are duly executed by the Depositary and issued in accordance with the terms of the Deposit Agreement, will be validly issued and will entitle the registered holders thereof to the rights specified in the Deposit Agreement and those ADRs.

The foregoing opinion is limited to the laws of the State of New York, and we express no opinion as to the laws of any other jurisdiction.

 C: 
 
 

Page 2

We hereby consent to the use of this opinion as Exhibit (d) to the Registration Statement. In giving such consent, we do not admit hereby that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

Yours faithfully,

 


Dates Referenced Herein

This ‘F-6’ Filing    Date    Other Filings
Filed on:10/15/19None on these Dates
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Filing Submission 0001208646-19-000090   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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