Attached files
| file | filename |
|---|---|
| S-1/A - China VantagePoint Acquisition Co | v210463_s1a.htm |
| EX-10.9 - China VantagePoint Acquisition Co | v210463_ex10-9.htm |
| EX-23.1 - China VantagePoint Acquisition Co | v210463_ex23-1.htm |
| EX-10.10 - China VantagePoint Acquisition Co | v210463_ex10-10.htm |
漢 坤 律 師 事 務 所
Han
Kun Law Offices
Suite
906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P.
R. China
Tel:
(86 10) 8525 5500; Fax:
(86 10) 8525 5511 / 8525 5522
[DATE]
To:
China VantagePoint Acquisition Company
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Re:
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Registration
Statement of China VantagePoint Acquisition
Company
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We are
qualified lawyers of the People’s Republic of China (“PRC” or “China”) and have acted as the
PRC legal counsel for China VantagePoint Acquisition Company, a Cayman Islands
exempted company (the “Company”), in connection with
the Registration Statement on Form S-1 under the Securities Act of 1933, as
amended, filed on
[ ], 2011
(Registration Number 333-170006), as amended through the date hereof (the “Registration Statement”),
including the preliminary prospectus dated January 10, 2011 (“Statutory Prospectus”) and a
final prospectus (“Prospectus”).
For the
purposes of this opinion, we have reviewed the Registration Statement and we
have made investigation of the applicable laws and regulations of the PRC
promulgated and publicly available as of the date of this Opinion.
In
rendering this opinion, we have assumed without independent investigation and
inquiry that (“Assumptions”):
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i.
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All
signatures, seals and chops are genuine, each signature on behalf of a
party thereto is that of a person duly authorized by such party to execute
the same, all documents submitted to us as originals are authentic, and
all documents submitted to us as certified or photostatic copies conform
to the originals;
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ii.
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The
Company is duly organized and is validly existing in good standing under
the laws of its jurisdiction of organization and/or incorporation; the Company has
full power and authority or legal capacity to execute, deliver and perform
its obligations under the documents to which it is a party in accordance
with the laws of its jurisdiction of
organization;
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iii.
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The
documents that were presented to us remain in full force and effect on the
date of this opinion and have not been revoked, amended or supplemented,
and no amendments, revisions, supplements, modifications or other changes
have been made, and no revocation or termination has occurred, with
respect to any of the documents after they were submitted to us for the
purposes of this legal opinion;
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iv.
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The
laws of any country or region other than China which may be applicable to
the execution, delivery, performance or enforcement of any of the
documents are complied with;
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Han
Kun Law Offices
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v.
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All
the documents and the factual statements provided to us by the Company, ,
including but not limited to those set forth in the Registration
Statement, are complete, true and correct;
and
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vi.
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All
the explanations and interpretations provided by the government officers
duly reflect the official position of the relevant governmental
authorities.
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Based on
our review of the Registration Statement and our understanding of the PRC laws,
subject to the Assumptions, qualifications and limitations set forth herein and
in the Registration Statement, and to our best knowledge after due inquiry
against the Company, we hereby confirm that the statements in the Registration
Statement and the Prospectus, insofar as such statements constitute a summary of
PRC laws, rules, regulations, statutes, government orders or mandates or legal
matters referred to therein, constitute fair and general summaries thereof and
fairly present in all material respects the information required to be shown
with respect to such laws, rules, regulations, statutes, government orders and
mandates and legal matters. The Registration Statement and the
Prospectus does not omit any substantive information relating to PRC laws,
rules, regulations, statutes, government orders or mandates or legal matters
required to make the information included therein not misleading.
We have
participated in discussions with officers and other representatives of the
Company at which the contents of the Registration Statement and related matters
were discussed and although we are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement (except as otherwise set forth in this
opinion), insofar as PRC laws and regulations are concerned, no facts have come to our
attention which lead us to believe that the Registration Statement, the
Statutory Prospectus or the Prospectus or any amendment or supplement thereto,
as of the date hereof or as of their respective dates, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (it being understood
that we express no belief with respect to matters other than PRC laws,
rules, regulations, statutes, government orders or mandates or legal
matters).
Our
opinion expressed above is subject to the following additional
qualifications:
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i.
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Our
opinion is subject to the restrictions of (i) any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally (including without limitation all laws
relating to fraudulent transfers) and (ii) any judicial or administrative
actions affecting creditors’ rights
generally.
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Han
Kun Law Offices
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ii.
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Our
opinion is subject to the effects of (i) certain legal or statutory
principles affecting the enforceability of contractual rights generally
under the concepts of public interest, social ethics, national security,
good faith, fair dealing, and applicable statutes of limitation; (ii) any
circumstance in connection with formulation, execution or performance of
any legal documents that would be deemed materially mistaken, clearly
unconscionable, fraudulent or coercionary; (iii) judicial discretion with
respect to the availability of specific performance, injunctive relief,
remedies or defenses, or calculation of damages; and (iv) the discretion
of any competent PRC legislative, administrative or judicial bodies in
exercising their authority in the
PRC.
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iii.
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No
independent search, investigation or other verification action has been
conducted by us with any governmental authorities for the purpose of
issuing our opinion.
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iv.
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Our
opinion is limited to the PRC laws and regulations of general application
on the date hereof (for the purpose of this opinion only, the PRC or China
shall not include the Hong Kong Special Administrative Region, the Macau
Special Administrative Region or Taiwan). We have made no investigation
of, and do not express or imply any views on, the laws of any country
other than the PRC.
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v.
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The
PRC laws and regulations referred to herein are laws and regulations
publicly available and currently in force on the date hereof and there is
no guarantee that any of such laws and regulations, or the interpretation
or enforcement thereof, will not be changed, amended or revoked in the
future with or without retrospective effect.
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vi.
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This
opinion is issued based on our understanding of the current PRC laws and
regulations. For matters not explicitly provided under the current PRC
laws and regulations, the interpretation, implementation and application
of the specific requirements under the PRC laws and regulations are
subject to the final discretion of competent PRC legislative,
administrative and judicial authorities, which may be different from our
opinion. Under relevant PRC laws and regulations, foreign investment is
restricted in certain businesses. The interpretation and
implementation of these laws and regulations, and their application to and
effect on the legality, binding effect and enforceability of contracts,
are subject to the discretion of competent PRC legislative, administrative
and judicial authorities.
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vii.
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We
may rely, as to matters of fact, to the extent reasonable, on certificates
and confirmations of PRC government authorities or responsible officers of
the Company.
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viii.
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This
opinion is intended to be used in the context which is specifically
referred to herein.
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Han
Kun Law Offices
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ix.
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As
used in this opinion, the expression “to our knowledge” or similar
language with reference to matters of fact refers to the current actual
knowledge of the attorneys of this firm who have worked on matters for the
Company in connection with the Registration Statement. Except to the
extent expressly set forth herein or as we otherwise believe to be
necessary to our opinion, we have not undertaken any independent
investigation to determine the existence or absence of any fact, and no
inference as to our knowledge of the existence or absence of any fact
should be drawn from our representation of the Company or the rendering of
this opinion.
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The
opinion expressed herein is solely for the benefit of the Company and
without our prior written consent, neither our opinion nor this opinion letter
may be disclosed to or relied upon by any other person.
This
opinion is strictly limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressed stated herein. The
opinion expressed herein is rendered only as of the date hereof, and we assume
no responsibility to advise you of facts, circumstances, events or developments
that hereafter may be brought to our attention and that may alter, affect or
modify the opinion expressed herein.
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Yours
faithfully,
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HAN
KUN LAW OFFICES
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