EX-5.1 2 ea184113ex5-1_lixiangedu.htm OPINION OF MAPLES AND CALDER (HONG KONG) LLP REGARDING THE VALIDITY OF THE ORDINARY SHARES BEING REGISTERED

Exhibit 5.1

  

Lixiang Education Holding Co., Ltd. 丽翔教育控股有限公司

No. 818 Hua Yuan Street

Liandu District, Lishui City, Zhejiang Province, 323000

People’s Republic of China

 

25 August 2023

 

Dear Sirs

 

Lixiang Education Holding Co., Ltd. 丽翔教育控股有限公司

 

We have acted as Cayman Islands legal advisers to Lixiang Education Holding Co., Ltd. 丽翔教育控股有限公司 (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the Act, and relates to the registration of resale, from time to time, by the selling shareholders named in the Registration Statement (the “Selling Shareholders”), of up to 10,000,000 American depositary shares (“ADSs”) with each ADS representing five (5) ordinary shares of par value US$0.0001 each of the Company (the “Shares”) and in aggregate representing 50,000,000 Shares (the “Resale Shares”), which are issued by the Company to the Selling Shareholders pursuant to the Share Subscription Agreements (as defined below).

 

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.3 to the Registration Statement.

 

1Documents Reviewed

 

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1The certificate of incorporation of the Company dated 6 September 2018 and the certificate of incorporation on change of name of the Company dated 26 May 2020 issued by the Registrar of Companies in the Cayman Islands.

 

1.2The second amended and restated memorandum and articles of association of the Company as conditionally adopted by a special resolution passed on 8 September 2020 and effective immediately prior to the completion of the Company’s initial public offering of the ADSs representing the Shares (the “Memorandum and Articles”).

 

1.3The unanimous written resolutions of the board of directors of the Company dated 23 August 2023 (the “Board Resolutions”).

 

1.4A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.5The Registration Statement.

 

 

 

 

1.6The Share Subscription Agreements dated 25 August 2023 entered into between the Company and the Selling Shareholders as purchasers (the “Share Subscription Agreements”).

 

2Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2All signatures, initials and seals are genuine.

 

2.3There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below.

 

2.4The Company will receive money or money’s worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than par value.

 

3Opinion

 

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1The Company has been duly incorporated as an exempted company with limited liability and is validly existing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2The authorised share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each.

 

3.3The issue and allotment of the Resale Shares by the Company, and the resale of the Resale Shares by the Selling Shareholders as contemplated in the Registration Statement and Share Subscription Agreements have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement and Share Subscription Agreements, the Resale Shares will be legally issued and allotted and (assuming the purchase price therefor has been paid in full) fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4The statements under the caption “Taxation” in or incorporated by reference into the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

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4Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.2Under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

4.3In this opinion the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities” and “Legal Matters” and elsewhere in the prospectus included 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 Act, or the Rules and Regulations of the Commission thereunder.

 

Yours faithfully  
   
/s/ Maples and Calder (Hong Kong) LLP  
Maples and Calder (Hong Kong) LLP  

 

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Annexure

Director’s Certificate

 

24 August 2023

 

To: Maples and Calder (Hong Kong) LLP
  26th Floor, Central Plaza
  18 Harbour Road
  Wanchai, Hong Kong

  

Dear Sirs

 

Lixiang Education Holding Co., Ltd. 丽翔教育控股有限公司 (the “Company”)

 

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the “Opinion”) in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

 

1The Memorandum and Articles remain in full force and effect and unamended.

 

2The Board Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect.

 

3The authorised share capital of the Company is US$50,000 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each.

 

4The shareholders of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement.

 

5The Share Subscription Agreement has been executed and unconditionally delivered by a Proper Officer (as defined in the Board Resolutions) for and on behalf of the Company.

 

6The directors of the Company at the date of the Board Resolutions and the Certificate were and are as follows:

 

Ye Fen

Wei Biao

Chen Guoliang

Wei Zhaoxiang

Heng Teck Yong

Lee Yan Kit

 

7You have been provided with complete and accurate copies of all minutes of meetings or written resolutions or consents of the shareholders and directors (or any committee thereof) of the Company (which were duly convened, passed and/or (as the case may be) signed and delivered in accordance with the Memorandum and Articles) and the certificate of incorporation, Memorandum and Articles (as adopted on incorporation and as subsequently amended) and statutory registers of the Company.

 

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8Each director of the Company considers the transactions contemplated by the Registration Statement and the Share Subscription Agreement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions which are the subject of the Opinion.

 

9To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor shareholders of the Company have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company’s property or assets.

 

10The Company is not subject to the requirements of Part XVIIA of the Companies Act (As Revised)

 

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.

 

[signature page follows]

 

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Signature:  /s/ Biao Wei  
Name: Biao Wei  
Title: Director and Chief Executive Officer  

 

 

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