Attn: [Investors]Address：[Date]Re: Legal OpinionDear Sirs,1.We are qualified lawyers of the People’s Republic of China (“PRC”) and arequalified to issue an opinion on the laws and regulations of the PRC (this “Opinion”). For the purpose of this Opinion, PRC does not include the regions of Hong Kong, Macao and Taiwan.(1)We are acting as PRC counsel to [ ] (the “Company”), together with [ ](the“HK Company”), [ ](the “Domestic Company”), and [ ] (the “WFOE”) (collectively as the “Companies”), in connection with the series A private financing under the Series A Preferred Share Purchase Agreement (the “Share Purchase Agreement”) dated as of [Date], among the Companies, [Founder Name], a Chinese citizen with his ID number of [ ], [Founder Name], a Chinese citizen with her ID number of [ ], (collectively as the “Founders”and each a “Founder”);and [Investor A], [Investor B](collectively, the "Investors", and each an "Investor") (each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Share Purchase Agreement.(2)[ ], [ ], [ ] (together, the “Domestic Shareholders”) are the holders of allthe equity interests of the Domestic Company.2.As used herein, (A) “PRC Law” means all applicable laws, regulations, rules,statutes, orders, decrees, notices, circulars, guidelines, judicial interpretations and other legislation of the PRC in effect on the date of this Opinion; (B) “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 body in the PRC; (C) “Approvals”means all approvals, consents, waivers, sanctions, certificates, authorizations, filings, disclosures, registrations, exemptions, permissions, endorsements, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any PRC Law.In so acting, we have examined the originals or copies of documents provided to us by the Companies including: (i) the Share Purchase Agreement attached hereto as Exhibit A, dated [Date] by and among the Investors, the Founders, and the Companies, (ii) the Shareholders Agreement attached hereto as Exhibit B, dated [Date] in respect of the Company by and among the Investors, the Founders, and the Companies, (iii) all exhibits and schedules attached thereto (collectively referred to as the “Transaction Documents”); (iv) the controlling documents attached thereto as Exhibit C, including the exclusive service agreement, proxy agreement, pledge agreement, share transfer optionagreement to be prepared and executed in accordance with Section [ ] of Share Purchase Agreement (collectively, the “Controlling Documents”); and such other documents, agreements, corporate records, certificates, resolutions, Approvals and other instruments as we have deemed necessary or advisable for the purpose of rendering this Opinion, including, without limitation, original or copies of certificates issued by PRC Authorities and officers of the Companies.3.In examination of the documents and for the purpose of giving this Opinion,we have assumed without further inquiry:(a)the genuineness of all the signatures, seals and chops and the authenticity ofall documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies;(b)the documents as presented to us remain in full force and effect up to the dateof this Opinion and have not been revoked, amended, varied or supplemented;(c)the truthfulness, accuracy and completeness of all factual statements in thedocuments.4.Based on and subject to the foregoing and the qualifications hereof, we are ofthe opinion that:A. Corporate Organization(i)Organization and Valid Existence of the Domestic Company.TheDomestic Company is duly organized and validly existing under PRCLaws with limited liability. The Domestic Company was established on[Date] with its registered office at [Registered Address], and [FounderName] is its legal representative. The business license and articles ofassociation of the Domestic Company are in full force and effect under,and in compliance with the PRC Laws. [ ], [ ], and [ ] arerespectively the registered holders of [ ], [ ], and [ ]of the equityinterest in the Domestic Company. The registered capital of theDomestic Company is RMB [ ]. The registered capital of theDomestic Company has been duly authorized and fully paid up, free andclear of any security interest, mortgage, pledge, lien, charge, restrictionupon voting or transfer, or any other encumbrance, claim or other thirdparty right (an “Encumbrance”). All Approvals in the PRC requiredfor the establishment and the maintenance of the enterprise legal personstatus of the Domestic Company has been duly issued and obtained andall such Approvals are in full force and effect, have not been revoked,withdrawn, suspended or cancelled and are not subject to any materiallyburdensome condition, and the Domestic Company is in full compliancewith the provisions of such Approvals. As of the date hereof, except forthe share pledge and share option created under the Equity PledgeAgreement, Share Transfer Option Agreement and the Proxy Agreementdated [Date]by and among the Domestic Company, the WFOE, theDomestic Shareholders, there are no outstanding or authorizedsubscriptions, options, warrants, calls, rights, commitments, or any otheragreements of any character obligating the Domestic Company to issue(a) any additional equity interest or (b) any securities convertible into, orexchangeable for, or evidencing the right to subscribe for, any equityinterest and the Domestic Company has no obligation (contingent orother) to purchase, redeem or otherwise acquire any of its equitysecurities or any interest therein or to pay any dividend or make anyother distribution in respect thereof.(ii)Articles of Association. The Articles of Association of the Domestic Company and the Articles of Association the WFOE comply with therequirements of PRC Law, including the PRC Company Law, and are infull force and effect.(iii)Organization and Valid Existence of the WFOE. The WFOE has been duly incorporated and validly exists and in good standing as a whollyforeign owned enterprise, with legal person status and limited liabilityunder the PRC Law, and its approval certificate, business license andArticles of Association are in full force and effect under, and incompliance with, the PRC Law. The WFOE was established on [Date]with its registered office at [Address], and [Founder Name] is its legalrepresentative. The registered capital of the WFOE is USD [ ], none ofwhich has been fully paid. The entire equity interest of the WFOE isowned by the HK Company, and such equity interest is free and clear ofany Encumbrance. The WFOE is allowed to pay dividends to the HKCompany as its sole shareholder after withholding all of the taxes, leviesand charges and made statutorily required allocation to funds pursuant tothe PRC Law. The WFOE is allowed to convert the dividends fromRMB into foreign currencies and to remit the dividends to the HKCompany out of the PRC, as approved by relevant PRC Authorities. Asof the date hereof, there are no outstanding or authorized subscriptions,options, warrants, calls, rights, commitments, or any other agreements ofany character obligating the WFOE to issue (a) any additional equityinterest or (b) any securities convertible into, or exchangeable for, orevidencing the right to subscribe for, any equity interest and the WFOEhas no obligation (contingent or other) to purchase, redeem or otherwiseacquire any of its equity securities or any interest therein or to pay anydividend or make any other distribution in respect thereof.(iv)To our best knowledge after due inquiry, neither the Domestic Company nor the WFOE is being or threatened to be dissolved, liquidated, declaredbankrupt or insolvent, nor is it subject to any winding up, dissolution,bankruptcy or liquidation proceedings (commenced or threatened), norhave any shareholder or board resolutions been adopted or any step orother proceeding been taken to dissolve, liquidate, declare bankrupt orinsolvent the Domestic Company or the WFOE.B. Compliance(i) No Violation or Default. Unless otherwise disclosed in the DisclosureSchedule, neither the Domestic Company nor the WFOE is (A) inviolation of its Articles of Association, business or other license or anyother constitutive document; (B) in breach or default, and no event hasoccurred that with the giving of notice or lapse of time would constitutea breach or default, in the due performance or observance of any term,covenant or condition contained in any indenture, mortgage, deed of trust,loan agreement or other agreement or instrument which was madeknown to us in the course of our due diligence with each of the DomesticCompany and the WFOE and to which it is a party or by which it isbound or to which any of its property or assets is subject; or (C) inviolation of any PRC Law or, to the best of our knowledge following dueinquiry, any judgment, order or ruling of any PRC Authority.(ii) Licenses. The Domestic Company and the WFOE have all Approvals from all PRC Authorities required to conduct the business in the PRC ascontemplated in the Transaction Documents (the “Business”). Each ofthe Domestic Company and the WFOE has the full power and authorityand has duly obtained all valid and lawful Approvals necessary for it toown, lease, license, use and operate properties and assets, tangible orintangible, to the extent required by PRC Law. The above Approvals arein full force and effect.The business currently carried out by the Domestic Company and theWFOE and/or contemplated to be carried out by the Domestic Companyand the WFOE pursuant to the Transaction Documents is within thescope of business permitted under its business license.(iii) SAFE Registration.To our best knowledge, each of the Shareholders of the Company who is a PRC domestic resident as defined underCircular 37 (as defined below) has obtained preliminary overseasinvestment foreign exchange registrations in respect of their respectiveownerships in the Founder Entities, the Company and the HK Subsidiaryfor the round-trip investment in the PRC pursuant to the Circular of theState Administration of Foreign Exchange on Relevant Issues concerningForeign Exchange Administration for Domestic Residents to Engage inOverseas Investment or Financing and in Return Investment via SpecialPurpose Vehicles and all applicable laws and regulations promulgated inconnection with the foregoing (“Circular 37”) in connection with theirshareholding in the Company. Each of such Shareholders shall dulyupdate the registration filings with SAFE under Circular 37, if applicable,following the completion of the transaction contemplated in the SharePurchase Agreement.C. Business of the Company(i)No Guarantees. To the best of our knowledge after due inquiry, there areno outstanding guarantees or material contingent payment obligations ofthe Domestic Company and the WFOE in respect of the indebtedness ofa third party. To the best of our knowledge after due inquiry, theDomestic Company and the WFOE are not liable for any third-partyliabilities.(ii)Intellectual Property.The Domestic Company and the WFOE own or otherwise have the legal rights to use the trademarks, service marks,trade names, proprietary technology, copyrights, and other intellectualproperty currently employed by it in connection with the businesscurrently operated by it (the “Intellectual Property”). Neither theDomestic Company nor the WFOE has received any notice ofinfringement of or conflict with asserted rights of others with respect toany of the foregoing which, individually or in the aggregate, would havea material adverse effect on such Domestic Company or the WFOE.(iii)No Legal Proceedings. There are no legal, arbitration or governmental proceedings before any PRC Authorities pending, to the best of ourknowledge and following due inquiry, threatened or contemplatedagainst the Domestic Company or the WFOE involving the properties,assets or business of, the Domestic Company and/or the WFOE, which,if determined adversely to the Domestic Company or the WFOE, would,individually or in the aggregate, has a material adverse effect on theBusiness, assets, or equity interest in the Domestic Company or theWFOE.(iv)Title to Assets. Each of the Domestic Company and the WFOE has good and valid title to the assets owned by it, free from any liens, mortgages,charges, encumbrances or other third party rights. The DomesticCompany has terminated its Lease Agreement in relation to its currentRegistered Office. The Domestic Company will sign a new LeaseAgreement after it determines a new office within three months uponClosing, and then change its Registered Office with the localAdministration of Industry and Commerce accordingly. The WFOEhas valid and enforceable leasehold interest in the real properties rentedby the WFOE, such leasehold interest is free from liens and is fullyprotected by the terms of the relevant lease agreements, except for thosethat would not materially interfere with the use made and proposed to bemade of such properties by the WFOE.D. Controlling DocumentsNo Violation or Default.None of the Controlling Documents (A)violates the respective Articles of Association, business license or anyother constitutive document of the Domestic Company or the WFOE;or (B) violates any PRC Law or, any judgment, order or ruling of anyPRC Authority; and (2) upon the execution thereof, all of theControlling Documents will be valid and binding obligations on theDomestic Company and the WFOE, enforceable in accordance withtheir respective terms and conditions under PRC Laws and the datingof the Controlling Documents after the date hereof will not effect thatvalid and binding nature of such obligations.E. Transaction Documents(i)The Transaction Documents and any and all documents and instrumentsthereunder including the documents to be delivered at Closing by each of the Domestic Company and the WFOE have been duly executed and delivered and constitute lawful, valid and binding obligations of each of the Domestic Company and the WFOE, enforceable in accordance with their respective terms and conditions under PRC Laws. All necessary corporate actions to authorize the execution, delivery and performance of the Transaction Documents and the Controlling Documents have been duly taken in accordance with the PRC Laws as well as the Articles of Association of each of the Domestic Company and the WFOE.(ii)Each of the Domestic Company and the WFOE has the corporate power, authority and legal right to enter into, execute, deliver and perform its obligations under each of the Transaction Documents and the Controlling Documents; each of the Transaction Documents to which the Domestic Company or the WFOE is a party constitutes a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be; each of the Controlling Documents to which the Domestic Company or the WFOE is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation on the Domestic Company or the WFOE, as the case may be.(iii)Each Founder has executed each of the Transaction Documents to which he or she is a party; each of the Transaction Documents to which he or she is a party constitutes a valid and enforceable legal binding obligation of such party. Each Founder will execute each of the Controlling Documents to which he or she is a party; each of the Controlling Documents to which he or she is a party, upon the execution thereof, will constitute a valid and enforceable legal binding obligation of such party. (iv)The execution and performance of the Transaction Documents and the Controlling Documents by the parties thereto are (1) valid and enforceable and do not and will not (i) result in any violation of the provisions of the Articles of Association, business license or Approvals of the Domestic Company or the WFOE, or (ii) result in any violation of any PRC Laws; and (2) are valid and binding obligations on the parties thereto, enforceable in accordance with their respective terms and conditions under PRC Laws.(v)The execution and performance by each Founder of his respective obligations under each of the Transaction Documents and the Controlling Documents to which he is a party and the consummation by such Founder of the transactions contemplated therein does and will not:(i) result in any violation of the provisions of the Articles of Association,business license or Approvals of the Domestic Company or the WFOE;(ii) result in any violation of any PRC Laws.(vi)No filings in respect of the Transaction Documents with any PRC Authorities are required under the PRC Laws to ensure the legality, validity, enforceability of the Transaction Documents in the PRC.(vii)Neither the Domestic Company nor the WFOE is entitled to any immunity from any legal proceedings or other legal process or fromenforcement, execution or attachment in respect of their obligations inthe transactions contemplated under any of the Transaction Documentsand the Controlling Documents.(viii)No governmental Approval is required for the execution or the performance by the Founders, the Domestic Company or the WFOE oftheir obligations under the transactions contemplated by the TransactionDocuments and the Controlling Documents.(ix)The choice of the State of New York law as the governing law of the Transaction Documents is a valid choice of law provision and would berecognized and given effect to in any action brought before a court ofcompetent jurisdiction in the PRC. The submission by the parties to theTransaction Documents to arbitration at the Hong Kong InternationalArbitration Centre in according with the UNCITRAL Arbitration Rules(the “UNCITRAL Rules”) does not contravene any laws or regulationsof the PRC, and is valid and binding upon the WFOE, the DomesticCompany and the Founders. The courts of the PRC would recognize andenforce a final and conclusive arbitral award obtained in accordancewith the Transaction Documents against the WFOE, the DomesticCompany and the Founders if such award conforms to the requirementsfor arbitral awards to be recognized and enforced as set forth in theArrangement on Mutual Recognition of Arbitration Awards betweenMainland and Hong Kong Special Administrative Region (最高人民法院关于内地与香港特别行政区相互执行仲裁裁决的安排) issued bythe Supreme Court of PRC.(x)No stamp duty or other taxes or official withholdings, fees, or other charges are payable in the PRC in connection with the execution,delivery or enforcement of the Transactions Documents.5. This Opinion is subject to the following qualifications:(i)This Opinion is subject to (A) applicable bankruptcy, insolvency,fraudulent transfer, reorganization, moratorium or similar laws in thePRC affecting creditors’ rights generally, (B) possible judicial oradministrative actions or any PRC Law affecting creditors’ rights and (C)certain equitable, legal or statutory principles in the PRC affecting theenforceability of contractual rights generally under concepts of publicinterest, interests of the State, national security, reasonableness, goodfaith and fair dealing, and applicable statutes of limitation.(ii)This Opinion relates only to PRC Law and we express no opinion as to any laws other than PRC Laws.PRC Law as used in this Opinion refers to PRC Law currently in force asof the date of this Opinion and there is no guarantee that any of suchPRC Law will not be changed, amended or revoked in the immediatefuture or in the longer term with or without retroactive effect.This Opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.This Opinion is solely for the benefit of the persons to whom they are addressed. It may not be relied upon by anyone else or used for any other purpose, in each instance, without our prior written consent. In addition, without our prior written consent, this Opinion shall not be disclosed to any third parties who are not directly involved in the Transaction.Yours sincerely,[Lawyer Name][Firm Name]SHARE PURCHASE AGREEMENTSHAREHOLDERS AGREEMENTExhibit C CONTROLLING DOCUMENTS。
