As filed with the U.S. Securities and Exchange Commission on June
16, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
| Smart Digital Group Limited |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
Not Applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
150 Beach Road #2805/06 Gateway
West Singapore 189720
(Address of Principal Executive Offices)
Smart Digital Group Limited 2025 Equity Incentive
Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and address of agent for service)
(212) 947-7200
(Telephone number, including area code, of agent
for service)
Copies to:
Ying Li, Esq.
Brian B. Margolis, Esq.
Hunter Taubman Fischer & Li, LLC
950 Third Avenue, 19th Floor
New York, NY 10022
212- 530-2206
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| Emerging growth company |
☒ |
|
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement on Form S-8 (this
“Registration Statement”) is filed by Smart Digital Group Limited (the “Company” or the “Registrant”)
to register up to 5,000,000 ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), that may be issued under
the Company’s 2025 Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
| * |
The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the Plan as specified by the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) of the Securities Act, and will include the address and telephone number to which the request is to be directed. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, accordingly, files periodic reports
and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC, including the Registrant. The address for the SEC’s website is “http://www.sec.gov.”
The following documents are incorporated by reference in this Registration Statement:
(a) Our reports of foreign private issuer on Form
6-K filed with the SEC on May 6, 2025 and May 7, 2025, respectively; and
(b) The description of the Registrant’s
Ordinary Shares contained in the registration statement on Form 8-A, filed with the SEC on April 30, 2025, and any amendment or report
filed for the purpose updating such description.
Except to the extent such information is deemed
furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act and, to the extent specifically designated therein, reports on Form 6-K furnished by the
Registrant to the SEC, in each case, prior to the filing of a post-effective amendment to this Registration Statement indicating that
all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing
of such documents.
Any statement contained herein or in a document
all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to
which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the
extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association currently in
effect provide that we shall indemnify our directors and officers, and their personal representatives, against all actions, proceedings,
costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s
dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs or in the execution or discharge
of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses,
losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal, administrative
or investigative proceedings (whether threatened, pending or completed) concerning our Company or its affairs in any court whether in
the Cayman Islands or elsewhere.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted under Cayman Islands law to our directors, officers or persons controlling us under the foregoing
provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
We have also entered into indemnification agreements
with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers
against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or
officer of our Company. We have purchased directors and officers liability insurance for our directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT INDEX
Item 9. Undertakings.
| (a) |
The undersigned registrant hereby undertakes: |
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement. |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the U.S. Securities and Exchange Commission by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(4) |
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not be furnished, provided that the issuer includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
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(5) |
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
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(i) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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(ii) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
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(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) |
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (c) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
Signatures
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore,
on June 16, 2025.
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Smart Digital Group Limited |
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By: |
/s/ Yunting Chen |
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Name: |
Yunting Chen |
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Title: |
Chief Executive Officer
(Principal Executive Officer) |
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Yunting Chen |
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Chief Executive Officer |
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June 16, 2025 |
| Name: Yunting Chen |
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(Principal Executive Officer) |
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| /s/ Qiongshan Huang |
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Chief Financial Officer |
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June 16, 2025 |
| Name: Qiongshan Huang |
|
(Principal Accounting and Financial Officer) |
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| /s/ SAM WAI HONG |
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Chairman of the Board of Directors and Director |
|
June 16, 2025 |
| Name: SAM WAI HONG |
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| /s/ Jinbo Xu |
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Independent Director |
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June 16, 2025 |
| Name: Jinbo Xu |
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| /s/ Ung Ching Hee |
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Independent Director |
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June 16, 2025 |
| Name: Ung Ching Hee |
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| /s/ Huihuang Lin |
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Independent Director |
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June 16, 2025 |
| Name: Huihuang Lin |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933 as amended,
the undersigned, the duly authorized representative in the United States of America of Smart Digital Group Limited, has signed this registration
statement thereto in New York, NY on June 16, 2025.
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Cogency Global Inc.
Authorized U.S. Representative |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President on behalf of Cogency
Global Inc. |
II-5
Exhibit 5.1
| Smart Digital Group Limited |
D +1 345 815 1866 |
| c/o Harneys Fiduciary (Cayman) Limited, |
E natalie.bell@ogier.com |
| 4th Floor, Harbour Place, 103 South |
|
| Church Stret, P.O. Box 10240, Grand |
|
| Cayman KY1-1002, Cayman Islands |
Reference: 508018.00001 |
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13 June 2025 |
Smart Digital Group Limited (the
Company)
We have been requested to provide
you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form S-8, including
all amendments or preliminary or final supplements thereto (the Registration
Statement), as filed with the United States Securities and Exchange Commission (the Commission)
under the United States Securities Act of 1933, as amended (the Act)
to date relating to the reservation for issuance of up to 5,000,000 ordinary shares of the Company, of par value US$0.001 per share (the
Shares), upon the granting of certain awards pursuant to the Plan
(as defined in Schedule 1).
We have been advised that the
Shares may be granted and issued from time to time as set forth in the Plan and the Registration Statement and any amendment thereto and
that this opinion is required to be furnished in accordance with the Registration Statement. No opinion is expressed herein as to any
matter pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the issue of the
Shares.
Unless a contrary intention appears,
all capitalised terms used in this opinion shall have the respective meanings set forth in the Registration Statement. A reference to
a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction
of this opinion.
For the purposes of giving this
opinion, we have examined a copy of the Registration Statement. In addition, we have examined the corporate and other documents and conducted
the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined
any documents entered into by or affecting the Company or any other person, save for the searches,
enquiries and examinations expressly referred to in Schedule 1.
Ogier
(Cayman) LLP
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
T +1 345 949 9876
F +1 305 513 5888
| ogier.com |
A list of Partners may be inspected on our website |
Smart Digital Group Limited
13 June 2025
In giving this opinion we have
relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation
or verification in respect of those assumptions.
On the basis of the examinations
and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are
of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability
and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar)
under the laws of the Cayman Islands. |
Issue of Shares
| (b) | The Shares to be reserved and issued by the Company as contemplated by the Plan
and the Registration Statement, when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Plan and the Registration Statement
and in accordance with the M&A; |
| (ii) | the entry of those Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the
purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity,
or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the
Cayman Islands; |
Smart Digital Group Limited
13 June 2025
| (b) | except to the extent that this opinion expressly provides otherwise, as to the
commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents
reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of
events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements
into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations
under the documents reviewed by us listed in Schedule 1 will result in the breach of or infringe any other agreement, deed or document
(other than, to the extent expressly provided herein, the M&A) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands
at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation
is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to the references to our firm in the Registration Statement. In the giving
of our consent, we do not thereby admit that we are in 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/ Ogier (Cayman) LLP
Ogier (Cayman) LLP
Smart Digital Group Limited
13 June 2025
SCHEDULE 1
Documents examined
| 1 | The Certificate of Incorporation of the Company dated 3 November 2022 issued by
the Registrar. |
| 2 | The amended and restated memorandum and articles of association of the Company
adopted by special resolutions of the shareholders of the Company passed on 20 February 2025 (the M&A). |
| 3 | A Certificate of Good Standing dated 11 June 2025 (the Good
Standing Certificate) issued by the Registrar in respect of the Company. |
| 4 | A certificate dated on the date hereof as to certain matters of fact signed by
a director of the Company in the form annexed hereto (the Director’s
Certificate), having attached to it a copy of the written resolutions of the sole director of the Company passed on 12 March
2025 and the written resolutions of all the directors of the Company passed on 10 June 2025 and 13 June 2025 (the Resolutions). |
| 5 | The Register of Writs maintained by the office of the Clerk of Courts in the Cayman
Islands as inspected by us on 13 June 2025 (the Register of Writs). |
| 6 | The Registration Statement. |
| 7 | The equity incentive plan adopted by the Company on 12 March 2025 (the Plan). |
Smart Digital Group Limited
13 June 2025
SCHEDULE 2
Assumptions
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form)
conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents)
are genuine. |
| 4 | Each of the Good Standing Certificate and the Director’s Certificate is accurate
and complete as at the date of this opinion. |
| 5 | Where any Document has been provided to us in draft or undated form, that Document
has been, or will be, executed by all parties in materially the form provided to us and, where we have been provided with successive drafts
of a Document marked to show changes from a previous draft, all such changes have been accurately marked. |
Status, authorisation and execution
| 6 | Each of the parties to the Documents other than the Company is duly incorporated,
formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 7 | Each Document has been duly authorised, executed and unconditionally delivered by
or on behalf of all parties to it (other than the Company) in accordance with all applicable laws. |
| 8 | In authorising the execution and delivery of the Documents by the Company, the
exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good
faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of
him or her. |
| 9 | The persons named in the Resolutions as authorised to execute any Documents on behalf
of the Company which have not been executed as of the date hereof, will in fact execute such documents with the intention to bind the
Company. |
Smart Digital Group Limited
13 June 2025
Enforceability
| 10 | None of the opinions expressed herein will be adversely affected by the laws or public
policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will
not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party
to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Share Issuance
| 11 | The Shares to be issued after the date of this opinion shall be issued at an issue
price in excess of the par value thereof. |
| 12 | No invitation has been or will be made by or on behalf of the Company to the public
in the Cayman Islands to subscribe for any of the Shares. |
Register of Writs
| 13 | The Register of Writs constitutes a complete and accurate record of the proceedings
affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such Register. |
Smart Digital Group Limited
13 June 2025
SCHEDULE 3
Qualifications
Good Standing
| 1 | Under the Companies Act (Revised) of the Cayman Islands (Companies
Act) annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees.
A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following
which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit
of the public of the Cayman Islands. |
| 2 | In good standing
means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment
of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of
fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited Liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set
aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and
English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English
authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such
shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; and (c)
the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s
fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion
that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In 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, 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 circumstance in which a court may be prepared to pierce or lift
the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment
of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might
not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter
itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search
of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
7
