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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/22 Global Backbone Technology Ltd. F-1 15:6.1M Empire Filings/FA |
Document/Exhibit Description Pages Size 1: F-1 Registration Statement by a Foreign Issuer HTML 2.05M 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 510K 3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 89K 4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 7K 5: EX-4.2 Instrument Defining the Rights of Security Holders HTML 131K 6: EX-5.1 Opinion of Counsel re: Legality HTML 27K 7: EX-8.1 Opinion of Counsel re: Tax Matters HTML 36K 8: EX-10.2 Material Contract HTML 183K 9: EX-14.1 Code of Ethics HTML 46K 10: EX-21.1 Subsidiaries List HTML 7K 11: EX-23.4 Consent of Expert or Counsel HTML 8K 15: EX-FILING FEES Exhibit 107 HTML 48K 12: EX-99.1 Miscellaneous Exhibit HTML 8K 13: EX-99.2 Miscellaneous Exhibit HTML 8K 14: EX-99.3 Miscellaneous Exhibit HTML 8K
Exhibit 8.1
| Date: | July 1, 2022 |
| To: | Global Backbone Technology, Ltd |
| 206 Tongbai Road, Zhongyuan District, | |
| Zhengzhou, Henan, China |
| Re: | Legal Opinion on Certain PRC Law Matters |
Dear Sirs,
We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region) and as such are qualified to issue legal opinions on the PRC laws, regulations or rules effective on the date hereof (the “PRC Laws”).
We are acting as the PRC counsel for Global Backbone Technology, Ltd (the “Company”), a company incorporated under the laws of the Cayman Islands solely in connection with the offering and the sales of a certain number of the Company’s ordinary shares (the “Offering”) pursuant to the Company’s registration statement on Form F-1, including all amendments or 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.
As used in this opinion, (A) “PRC Authorities” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC; (B) “Governmental Authorizations” means all approvals, consents, waivers, sanctions, certificates, authorizations, filings, registrations, exemptions, permissions, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any PRC Laws; (C) “PRC Subsidiary” means Zhengzhou Feizhiyue Auto Sales Co., Ltd; (D) “M&A Rules” means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the State Administration for Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009; and (E) “Prospectuses” mean the prospectus, including all amendments or supplements thereto, that form parts of the Registration Statement.
In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, provided to us by the Company, the PRC Subsidiary and such other documents, corporate records, certificates, Governmental Authorizations and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including, without limitation, the certificates issued by the PRC Authorities and officers of the Company (collectively, the “Documents”).
In reviewing the Documents and for the purpose of this opinion, we have assumed:
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| (1) | the genuineness of all the signatures, seals and chops; |
| (2) | the authenticity of the Documents submitted to us as originals and the conformity with the originals of the Documents provided to us as copies and the authenticity of such originals; |
| (3) | the truthfulness, accuracy, completeness and fairness of all factual statements contained in the Documents; |
| (4) | that the Documents have not been revoked, amended, varied or supplemented except as otherwise indicated in such Documents; |
| (5) | that all information (including factual statements) provided to us by the Company, the PRC Subsidiaries in response to our enquiries for the purpose of this opinion is true, accurate, complete and not misleading, and that the Company, the PRC Subsidiaries have not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part; |
| (6) | that all parties have the requisite power and authority to enter into, execute, deliver and perform the Documents to which they are parties; |
| (7) | that all parties have duly executed, delivered and performed the Documents to which they are parties, and all parties will duly perform their obligations under the Documents to which they are parties; |
| (8) | that all Governmental Authorizations and other official statement or documentation were obtained from competent PRC Authorities by lawful means; |
| (9) | that all the Documents are legal, valid, binding and enforceable under all such laws as govern or relate to them, other than PRC Laws; and |
| (10) | that this opinion is limited to matters of the PRC Laws effective as the date hereof. We have not investigated, and we do not express or imply any opinion on accounting, auditing, or laws of any other jurisdiction. |
| I. | Opinions |
Based on the foregoing and subject to the disclosures contained in the Registration Statement and the qualifications set out below, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:
| (i) | Based on our understanding of the current PRC Laws, the ownership structures of the PRC Subsidiaries is in compliance, and immediately after this Offering will comply, with applicable PRC Laws. The descriptions of the corporate structure of the PRC Subsidiaries are true and accurate and nothing has been omitted from such descriptions which would make the same misleading in any material respects. |
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| (ii) | The M&A Rules, among other things, purport to require an offshore special purpose vehicle controlled directly or indirectly by PRC companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, the CSRC has not issued any currently effective definitive rules or interpretations concerning whether offerings such as the Offering are subject to the CSRC approval procedures under the M&A Rules. Based on our understanding of the PRC Laws (including the M&A Rules), a prior approval from the CSRC is not required for the Offering because (i) the CSRC currently has not issued any currently effective definitive rule or interpretation concerning whether offerings under the prospectus are subject to the M&A Rules; and (ii) Zhengzhou Feizhiyue Automobile Sales Co., Ltd,was a then existing foreign-invested entity and not a domestic company as defined by M&A Rules before being acquired by Global Backbone Technology, Ltd. However, uncertainties still exist as to how the M&A Rules will be interpreted or implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. |
| (iii) | The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocal arrangements 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 the PRC 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 the Cayman Islands. |
| (iv) | Based on our understanding of the current PRC Laws after due and reasonable inquiry, we believe: (i) Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Laws in the Hearing of Private Lending Cases does not prohibit the Company from using cash generated from one subsidiary to fund another subsidiary’s operations; (ii) neither the Company nor any of its PRC Subsidiaries is among the “operators of critical information infrastructure” or “online platform operators” as defined by the Measures for Cybersecurity Review (2021 version) which was promulgated and took effect on February 15, 2022; (iii) neither the Company nor any of its PRC Subsidiaries is directly subject to the regulatory actions or statements which the PRC Authorities initiated recently on securities market, cybersecurity review and anti-monopoly enforcement, as the Company and its PRC Subsidiaries have not implemented any monopolistic behavior and their business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry; and (iv) other than those requisite permissions that the Company’s PRC Subsidiaries have obtained for a domestic company in China to engage in the similar businesses, neither the Company nor any of its PRC Subsidiaries is required to obtain any permission from any PRC Authorities, including, without limitation, the CSRC and the Cyberspace Administration of China, to conduct its operations and the Offering (including offering securities to foreign investors). However, since the Measures for Cybersecurity Review was recently adopted, and there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to current and future PRC Laws, overseas securities offerings and other capital markets activities, and there can be no assurance that the PRC Authorities will take a view that is not contrary to or otherwise different from our opinion stated above. |
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| (v) | Based on our understanding of the current PRC Laws, we believe the Company is not required to obtain any permits or approvals except for regular business license to carry out its businesses. |
| (vi) | To the best of our knowledge after due and reasonable inquiry, the statements in the Prospectus under the captions “Prospectus Summary,” “Risk Factors,” “Enforceability of Civil Liabilities,” “Use of Proceeds,” “Our Business,” “Regulations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Taxation,” and “Legal Matters” and elsewhere insofar, to the extent that such statements describe or summarize PRC legal or regulatory matters, or documents, agreements or proceedings governed by PRC Laws, are true, accurate and correct in all material respects, and fairly present or fairly summarize in all material respects the PRC legal and regulatory matters, documents, agreements or proceedings referred to therein; and such statements do not contain an untrue statement of a material fact, and do not omit to state any material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading. |
| (vii) | The statements set forth in the Registration Statement under the heading “Taxation — People’s Republic of China Taxation”, to the extent that the discussion states definitive legal conclusions under PRC tax laws and regulations, subject to the qualifications therein, constitute our opinion on such matters. |
| II. | Qualifications |
This opinion is subject to the following qualifications:
| (a) | This opinion is, in so far as it relates to the validity and enforceability of a contract, subject to (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights, (iii) certain equitable, legal or statutory principles affecting the validity and enforceability of contractual rights generally under concepts of public interest, interests of the State, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary at the conclusions thereof; and (v) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process. |
| (b) | This opinion is subject to the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC. |
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| (c) | This opinion relates only to PRC Laws and there is no assurance that any of such PRC Laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. We express no opinion as to any laws other than PRC Laws. |
| (d) | This opinion is intended to be used in the context which is specially referred to herein and each section should be considered as a whole and no part should be extracted and referred to independently. |
This opinion is delivered solely for the purpose of and in connection with the Registration Statement submitted to the U.S. Securities and Exchange Commission on the date of this opinion and may not be used for any other purpose without our prior written consent.
We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name under the captions “Prospectus Summary,” “Risk Factors”, “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” in the Registration Statement. 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 U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
| Yours faithfully, | |
| /s/ Henan Huarong Law Firm | |
| Henan Huarong Law Firm |
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| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/14/22 | None on these Dates | ||
| 7/1/22 | ||||
| 2/15/22 | ||||
| 6/22/09 | ||||
| 9/21/06 | ||||
| 9/8/06 | ||||
| 8/8/06 | ||||
| List all Filings | ||||