Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately) — Form F-6 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: F-6 Registration Statement HTML 57K
2: EX-4 Ex.(A) Deposit Agreement HTML 343K
3: EX-5 Ex.(D) Opinion to the Depositary HTML 8K
We refer to the Registration Statement on Form F-6 (the “Registration Statement”) relating to American Depositary Shares (as defined in the Deposit Agreement, dated as of December 9, 2015, by and among Yirendai Ltd., the Depositary and the Holders and Beneficial Owners referred to therein (the “Deposit Agreement”)) evidenced by American Depositary Receipts (as defined in the Deposit Agreement), each American Depositary Receipt representing two shares of Yirendai Ltd. (the “Company”), each with a par value of $0.0001. Terms used herein and defined in the Deposit Agreement are used herein as so defined.
In rendering the opinions set forth herein, we have assumed that (i) the Deposit Agreement will have been duly authorized, executed and delivered by the Company and will constitute a valid and legally binding obligation of the Company enforceable against it in accordance with its terms, (ii) the relevant Deposited Securities will have been duly deposited with a Custodian under and in accordance with all applicable laws and regulations, (iii) the choice of New York law contained in the Deposit Agreement is legal and valid under the laws of the Cayman Islands and (iv) 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 of America, its performance will not be illegal or ineffective in any jurisdiction by virtue of the law of that jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that the American Depositary Shares covered by the Registration Statement, when evidenced by American Depositary Receipts that are duly executed and delivered 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 American Depositary Receipts.
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.
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 of 1933.
