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Cayman Islands
(State or other jurisdiction of incorporation or organization) |
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Not Applicable
(I.R.S. Employer Identification Number) |
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Fei Cao, Chief Financial Officer 8/F,
QIHAO Plaza, No. 8 Xinyuan S. Road, Chaoyang District, Beijing 100027 People’s Republic of China +8610-5898-3095 |
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central
Hong Kong +852 3740-4700 |
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Yuting Wu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Tower 2, Jing An Kerry Center 1539 Nanjing West Road, Shanghai People’s Republic of China +86 (21) 6193-8200 |
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Title of each class of securities to be registered(1)
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Amount to be
registered(2) |
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Proposed maximum
aggregate price per unit(2) |
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Proposed maximum
aggregate offering price(2) |
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Amount of
registration fee(2) |
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Class A ordinary shares, par value US$0.00025 per share(3)
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| | | | | 41 | | |
Exhibit
Number |
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Description
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1.1* | | | Form of Equity Securities Underwriting Agreement | |
4.1* | | | Registrant’s Form of Class A Ordinary Share Certificate | |
4.2 | | | | |
4.3 | | | Amended and Restated Deposit Agreement, dated as of August 10, 2020, among the Company, the depositary and holder of the American Depositary Receipts (Filed as Exhibit 2.3 to the Company’s annual report on Form 20-F, filed on April 22, 2021, and incorporated herein by reference) | |
5.1** | | | | |
8.1** | | | | |
8.2** | | | | |
23.1** | | | | |
23.2** | | | | |
23.3** | | | | |
23.4** | | | | |
24.1** | | | |
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Signature
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Title
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/s/ Charles Chao
Charles Chao
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Chairman of the Board
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/s/ Hong Du
Hong Du
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Director
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/s/ Daniel Yong Zhang
Daniel Yong Zhang
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Director
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/s/ Gaofei Wang
Gaofei Wang
|
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Director and Chief Executive Officer
(Principal Executive Officer) |
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/s/ Pehong Chen
Pehong Chen
|
| |
Director
|
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/s/ P Christopher Lu
P Christopher Lu
|
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Director
|
|
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/s/ Yan Wang
Yan Wang
|
| |
Director
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/s/ Fei Cao
Fei Cao
|
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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Exhibit 5.1
Our ref YCU/688185-000004/20859059v2
Weibo Corporation
8/F, Qihao Plaza
No. 8 Xinyuan S. Road
Chaoying District
Beijing F4 100027
26 November 2021
Dear Sirs
Weibo Corporation
We have acted as Cayman Islands legal advisers to Weibo Corporation (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain of the Company's class A ordinary shares of par value US$0.00025 each (the "Shares").
We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.
1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
1.1 | The certificate of incorporation of the Company dated 7 June 2010 and certificate of incorporation on change of name of the Company dated 6 July 2012 issued by the Registrar of Companies in the Cayman Islands. |
1.2 | The second amended and restated memorandum and articles of association of the Company as adopted by special resolution dated 28 March 2014 and effective immediately prior to the completion of the Company's initial public offering of American depositary shares representing the Company's Class A Ordinary Shares (the "Memorandum and Articles"). |
1.3 | The written resolutions of the board of directors of the Company dated 5 August 2021 (the "Directors' Resolutions") and the written resolutions of the IPO committee of the board of directors of the company dated 25 November 2021 (the "IPO Committee Resolutions"). |
1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
1.5 | A certificate of good standing dated 18 November 2021, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
1.6 | The Registration Statement. |
2 | Assumptions |
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 and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies 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. |
2.2 | All signatures, initials and seals are genuine. |
2.3 | There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below. |
2.4 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
3 | Opinion |
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:
3.1 | 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 under the laws of the Cayman Islands. |
3.2 | The authorised share capital of the Company is US$600,000 divided into (i) 1,800,000,000 Class A Ordinary Shares of par value of US$0.00025 each; (ii) 200,000,000 Class B Ordinary Shares of par value of US$0.00025 each; and (iii) 400,000,000 shares of a par value of US$0.00025 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with the Memorandum and Articles. |
3.3 | The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, 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). |
3.4 | The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion. |
4 | Qualifications |
In this opinion the phrase "non-assessable" means, with respect to the 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.
2
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", "Taxation" 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 U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
3
Exhibit 8.2
November 26, 2021
Weibo Corporation
8/F QIHAO Plaza, No. 8 Xinyuan S. Road
Chaoyang District, Beijing 100027
People’s Republic of China
Dear Sirs:
We are qualified lawyers of the People’s Republic of China (“PRC” , for the purpose of this legal opinion, the PRC does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and are qualified to issue an opinion on the laws and regulations of the PRC.
We are acting as PRC legal counsel to Weibo Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) in connection with the offering of Class A ordinary shares of par value US$0.00025 per share of the Company (the “Offer Shares”) in accordance with the Company’s registration statement on Form F-3, including the base prospectus, and all amendments or supplements thereto, and documents incorporated by reference therein (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof.
We have been requested to give this opinion in connection with the Section “Taxation” in the Registration Statement regarding PRC taxation.
We hereby confirm our opinion as set forth under the caption “Taxation — People’s Republic of China Taxation” in the Prospectus Supplement.
We hereby consent to the use of our name under the caption “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” in the Prospectus Supplement and to the filing of this letter as an exhibit to the Registration Statement with the SEC. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the regulations promulgated thereunder.
Yours faithfully, | |
/s/ TransAsia Lawyers
|
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Weibo Corporation of our report dated April 22, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Weibo Corporation’s Annual Report on Form 20-F for the year ended December 31, 2020. We also consent to the incorporation by reference of our report dated November 18, 2021 relating to the financial statements, which appears in Weibo Corporation’s Form 6-K dated November 18, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China November 26, 2021 |
Exhibit 23.4
Date: November 26, 2021
Weibo Corporation
8/F, QIHAO Plaza, No. 8 Xinyuan S. Road
Chaoyang District, Beijing 100027
People’s Republic of China
Re: Weibo Corporation
Ladies and Gentlemen,
We understand that Weibo Corporation (the “Company”) plans to file a registration statement on Form F-3 (the “Registration Statement”), a preliminary prospectus supplement (together with the base prospectus included in the Registration Statement and the any incorporated documents, the “Preliminary Prospectus”) and a final prospectus supplement (together with the base prospectus included in the Registration Statement and the any incorporated documents, the “Prospectus”) with the United States Securities and Exchange Commission (the “SEC”) in connection with its proposed Global Offering (the “Global Offering”).
We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the “Reports”), and any subsequent amendments to the Reports, as well as the citation of our research reports and amendments thereto, in the Registration Statement and any amendments thereto, in the Preliminary Prospectus and the Prospectus, in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F or Form 6-K or other SEC filings (collectively, the “SEC Filings”), on the websites of the Company and its subsidiaries and affiliates, in institutional and retail road shows and other activities in connection with the Global Offering, and in other publicity materials in connection with the Global Offering.
We further hereby consent to the filing of this letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings.
Yours faithfully
For and on behalf of
China Insights Industry Consultancy Limited
/s/ Lisa Feng | ||
Name : | Lisa Feng | |
Title : | Partner |