Attached files

file filename
S-1 - FORM S-1 - China Yuan Hong Fire Control Group Holdings Ltdds1.htm
EX-5.1 - EXHIBIT 5.1 - China Yuan Hong Fire Control Group Holdings Ltddex51.htm
EX-1.1 - EXHIBIT 1.1 - China Yuan Hong Fire Control Group Holdings Ltddex11.htm
EX-99.2 - EXHIBIT 99.2 - China Yuan Hong Fire Control Group Holdings Ltddex992.htm
EX-10.1 - EXHIBIT 10.1 - China Yuan Hong Fire Control Group Holdings Ltddex101.htm
EX-23.1 - EXHIBIT 23.1 - China Yuan Hong Fire Control Group Holdings Ltddex231.htm
EX-10.3 - EXHIBIT 10.3 - China Yuan Hong Fire Control Group Holdings Ltddex103.htm
EX-10.4 - EXHIBIT 10.4 - China Yuan Hong Fire Control Group Holdings Ltddex104.htm
EX-10.8 - EXHIBIT 10.8 - China Yuan Hong Fire Control Group Holdings Ltddex108.htm
EX-10.2 - EXHIBIT 10.2 - China Yuan Hong Fire Control Group Holdings Ltddex102.htm
EX-10.7 - EXHIBIT 10.7 - China Yuan Hong Fire Control Group Holdings Ltddex107.htm
EX-10.6 - EXHIBIT 10.6 - China Yuan Hong Fire Control Group Holdings Ltddex106.htm
EX-10.9 - EXHIBIT 10.9 - China Yuan Hong Fire Control Group Holdings Ltddex109.htm
EX-10.5 - EXHIBIT 10.5 - China Yuan Hong Fire Control Group Holdings Ltddex105.htm
EX-21.1 - EXHIBIT 21.1 - China Yuan Hong Fire Control Group Holdings Ltddex211.htm
EX-10.16 - EXHIBIT 10.16 - China Yuan Hong Fire Control Group Holdings Ltddex1016.htm
EX-10.22 - EXHIBIT 10.22 - China Yuan Hong Fire Control Group Holdings Ltddex1022.htm
EX-10.27 - EXHIBIT 10.27 - China Yuan Hong Fire Control Group Holdings Ltddex1027.htm
EX-10.17 - EXHIBIT 10.17 - China Yuan Hong Fire Control Group Holdings Ltddex1017.htm
EX-10.20 - EXHIBIT 10.20 - China Yuan Hong Fire Control Group Holdings Ltddex1020.htm
EX-10.19 - EXHIBIT 10.19 - China Yuan Hong Fire Control Group Holdings Ltddex1019.htm
EX-10.26 - EXHIBIT 10.26 - China Yuan Hong Fire Control Group Holdings Ltddex1026.htm
EX-10.18 - EXHIBIT 10.18 - China Yuan Hong Fire Control Group Holdings Ltddex1018.htm
EX-10.14 - EXHIBIT 10.14 - China Yuan Hong Fire Control Group Holdings Ltddex1014.htm
EX-10.25 - EXHIBIT 10.25 - China Yuan Hong Fire Control Group Holdings Ltddex1025.htm
EX-10.28 - EXHIBIT 10.28 - China Yuan Hong Fire Control Group Holdings Ltddex1028.htm
EX-10.23 - EXHIBIT 10.23 - China Yuan Hong Fire Control Group Holdings Ltddex1023.htm
EX-10.21 - EXHIBIT 10.21 - China Yuan Hong Fire Control Group Holdings Ltddex1021.htm
EX-10.10 - EXHIBIT 10.10 - China Yuan Hong Fire Control Group Holdings Ltddex1010.htm
EX-10.15 - EXHIBIT 10.15 - China Yuan Hong Fire Control Group Holdings Ltddex1015.htm
EX-10.24 - EXHIBIT 10.24 - China Yuan Hong Fire Control Group Holdings Ltddex1024.htm
EX-10.12 - EXHIBIT 10.12 - China Yuan Hong Fire Control Group Holdings Ltddex1012.htm
EX-10.11 - EXHIBIT 10.11 - China Yuan Hong Fire Control Group Holdings Ltddex1011.htm
EX-10.29 - EXHIBIT 10.29 - China Yuan Hong Fire Control Group Holdings Ltddex1029.htm
EX-10.13 - EXHIBIT 10.13 - China Yuan Hong Fire Control Group Holdings Ltddex1013.htm

Exhibit 99.1

Form of Chinese Legal Opinion

Jingtian & Gongcheng

34/F, Tower 3, China Central Place

77 Jianguo Road

Beijing 100025, China

                    , 2010

China Yuan Hong Fire Control Group Holdings Ltd.

Baisha Meilin Industrial Area

Nan’an City, Fujian Province 362300

 

  Re: China Yuan Hong Fire Control Group Holdings Ltd.

Dear Sirs:

We are qualified lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the laws and regulations of the PRC.

We have acted as PRC counsel for China Yuan Hong Fire Control Group Holdings Ltd, a Cayman Islands company (the “Company”), in connection with the preparation and filing of the Company’s registration statement on Form S-1 (Registration No. 333-            ) and all amendments thereto (as amended, the “Registration Statement”), as originally filed with the Securities and Exchange Commission (the “Commission”) on August , 2010. The Registration Statement relates to the offering (the “Offering”) of (i) a minimum of 2,000,000 and a maximum of 2,500,000 of the Company’s ordinary shares, $.0000066 par value per share (such offered ordinary shares, the “Offering Shares”; the Company’s ordinary shares, the “Shares”), and (ii) up to 250,000 Placement Agent Warrants exercisable to purchase one Share each as well as the Shares underlying those Placement Agent Warrants. In addition, the Registration Statement registers the resale of an aggregate of 455,200 Shares (the “Resale Shares”) by certain selling shareholders.

In rendering this opinion, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with authentic original documents submitted to us as copies and the completeness of the documents provided to us. We have also assumed that no amendments, revisions, modifications or other changes have been made with respect to any of the documents after they were submitted to us for purposes of this opinion. We have further assumed the accuracy and completeness of all factual statements in the documents.

As used herein, (a) “PRC Laws” means all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial interpretations, subordinary legislations of the PRC which are publicly available (other than the laws of the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region); (b) “Governmental Agencies” means any court, governmental agency or body or any stock exchange authorities of the PRC (other than the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Region); (c) “Governmental Approvals” means all approvals, consents, waivers, sanctions, authorizations, declarations, filings, registrations, exemptions, permissions, endorsements, annual inspections, qualifications, licenses, certificates and permits required by Governmental Agencies; (d) “Prospectus” means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement.


On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce (“MOFCOM”), the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (“CSRC”), and the State Administration of Foreign Exchange (“SAFE”), jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “New M&A Rule”), which became effective on September 8, 2006. The New M&A Rule purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings.

Based on our understanding of current Chinese laws, regulations and rules, including the New M&A Rule and the CSRC procedures announced on September 21, 2006:

 

   

The VIE agreements between                                          and                                      are valid, binding and enforceable agreement under applicable Chinese law.

 

   

The Company currently controls its Chinese affiliate,                                      by virtue of VIE agreements between                                         . and its affiliate,                                                  , a PRC company, but not through equity interest or asset acquisition which are stipulated in the New M&A Rule; and

 

   

In spite of the lack of clarity on this issue, the CSRC currently has not issued any definitive rule or interpretation regarding whether offerings like the one contemplated by this Prospectus are subject to the New M&A Rule.

This opinion relates to the PRC Laws in effect on the date hereof.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the above-mentioned Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

 

Yours sincerely,
  
Jingtian & Gongcheng