As filed with the U.S.
Securities and Exchange Commission on December 15, 2023
Registration No. 333-270953
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mingteng International Corporation Inc.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| Cayman Islands |
|
3442 |
|
Not Applicable |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer
Identification Number) |
Lvhua Village, Luoshe Town,
Huishan District, Wuxi,
Jiangsu Province, China 214189
+86 0510-83318500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive office)
Cogency Global Inc.
122 East 42nd Street, 8th
Floor
New York, New York 10168
800-221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
| William
S. Rosenstadt, Esq. |
|
Ross David
Carmel, Esq. |
| Mengyi “Jason”
Ye, Esq. |
|
Sichenzia Ross Ference
Carmel LLP |
| Yarona L. Yieh, Esq. |
|
1185 Avenue of the
Americas |
| Ortoli Rosenstadt
LLP |
|
31st Floor, New York,
NY 10036 |
| 366 Madison Avenue,
3rd Floor |
|
Tel: 212-658-0458 |
| New York, NY 10017 |
|
Fax: 646-838-1314 |
| Tel: 212-588-0022 |
|
|
| Fax: 212-826-9307 |
|
|
Approximate date of commencement
of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.
If
any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act, check the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† The term “new
or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 5 is being filed solely
for the purpose of re-filing certain exhibits, which include exhibits 5.1, 5.2, 23.3, and 23.5 to this registration statement on
Form F-1 (File No. 333- 270953), or the Registration Statement, and to amend and restate the exhibit index set forth in Part II of
the Registration Statement. No changes have been made to the Registration Statement other than this explanatory note as well as
revised versions of the cover page and Part II of the Registration Statement. This Amendment No. 5 does not contain copies of the
prospectus included in the Registration Statement, which remains unchanged from Amendment No. 4 to the Registration Statement filed
on December 7, 2023, and consists only of the cover page, this explanatory note and Part II of the Registration Statement.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 6. Indemnification of Directors and
Officers.
Cayman Islands law does
not limit the extent to which a company’s 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 civil fraud or the consequences of committing a crime. Our Articles provide that no director, alternate director or officer shall
be liable to Mingteng International for any loss or damage in carrying out his functions unless that liability arises through the actual
fraud or willful default of such director or officer.
The underwriting agreement,
the form of which will be filed as Exhibit 1.1 to this registration statement, provides for indemnification by the underwriters of us
and our officers and directors for certain liabilities, including liabilities arising under the Securities Act, but only to the extent
that such liabilities are caused by information relating to the underwriters furnished to us in writing expressly for use in this registration
statement and certain other disclosure documents.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to 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.
Item 7. Recent Sales of Unregistered Securities
Mingteng International Corporation Inc. was incorporated on September
20, 2021. Upon incorporation, we issued 2,091,000 Ordinary Shares to YK XU HOLDING LIMITED, 2,009,000 Ordinary Shares to DJZ HOLDING LIMITED,
450,000 Ordinary Shares to HONGZE L.P., 225,000 Ordinary Shares to JACKY WANG LIMITED, and 225,000 Ordinary Shares to BETTY CHEN LIMITED,
respectively, for a total consideration of US$50,000. YK XU HOLDING LIMITED, a British Virgin Islands company, is controlled by Yingkai
Xu, our CEO, Chairman of the Board, and Director. The transaction was not registered under the Securities Act in reliance on an exemption
from registration set forth in Regulation S thereof.
Item 8. Exhibits and Financial Statement
Schedules
(a) The following documents are filed as part
of this registration statement:
EXHIBIT INDEX
| No. |
|
Description |
| 1.1** |
|
Form of Underwriting Agreement |
| 3.1** |
|
Amended
and Restated Memorandum and Articles of Association |
| 4.1** |
|
Form of Representative’s Warrants |
| 5.1+ |
|
Opinion of Mourant Ozannes (Cayman) LLP, Company’s Cayman Islands counsel regarding the validity of the Ordinary Shares being issued and registered |
| 5.2+ |
|
Opinion of Ortoli Rosenstadt LLP, U.S. counsel to Mingteng International Corporation Inc., as to the enforceability of the Representative’s Warrants |
| 8.1** |
|
Opinion
of Jiangsu Junjin Law Firm regarding certain PRC tax matters (included in 99.1) |
| 10.1** |
|
Translation
of Employment Agreement by and between Mingteng International Corporation Inc. and Yingkai Xu |
| 10.2** |
|
Translation of Employment Agreement by and between Mingteng
International Corporation Inc. and Fengting Yin |
| 10.3** |
|
Director
Offer Letter by and between the Registrant and Ronghua Xu |
| 10.4** |
|
Director
Offer Letter by and between the Registrant and Xiaoqiu Zhang |
| 10.5** |
|
Director
Offer Letter by and between the Registrant and Wenkai Fang |
| 10.6** |
|
Director
Offer Letter with Jingzhu Ding |
| 10.7** |
|
Form
of Purchase Contract by and between Wuxi Mingteng Mould Technology Co., Ltd and supplier |
| 10.8** |
|
Form
of Sales Contract by and between Wuxi Mingteng Mould Technology Co., Ltd and customer |
| 10.9** |
|
Translation of Lease Agreement by and between Wuxi Mingteng
Mould Technology Co., Ltd and Wuxi Longsheng Boiler Factory |
| 19.1** |
|
Insider
Trading Policy |
| 21.1** |
|
List
of Subsidiaries |
| 23.1** |
|
Consent of Wei, Wei & Co., LLP |
| 23.3+ |
|
Consent of Mourant Ozannes (Cayman) LLP (included in 5.1) |
| 23.4** |
|
Consent
of Jiangsu Junjin Law Firm (included in 99.1) |
| 23.5+ |
|
Consent of Ortoli Rosenstadt LLP (included in 5.2) |
| 23.6** |
|
Consent
of Beijing Zhongdao Taihe |
| 23.7** |
Consent
of Ronghua Xu |
| 23.8** |
Consent
of Xiaoqiu Zhang |
| 23.9** |
|
Consent
of Wenkai Fang |
| 99.1** |
|
Opinion
of Jiangsu Junjin Law Firm, PRC counsel to the Registrant, regarding certain PRC law matters |
| 99.2** |
|
Audit
Committee Charter |
| 99.3** |
|
Compensation
Committee Charter |
| 99.4** |
|
Nomination
Committee Charter |
| 99.5** |
|
Code
of Business Conduct and Ethics |
| 99.6** |
|
Executive
Compensation Recovery Policy |
| 107** |
|
Filing
Fee Table |
(b) Financial Statement
Schedules
Schedules have been omitted
because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the
Notes thereto.
Item 9. Undertakings.
The undersigned registrant
hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations
and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
The undersigned registrant
hereby undertakes:
| 1) | To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933; |
| (ii) | 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) (§230.424(b) of this chapter) 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 Registration Fee”
table in the effective registration statement. |
| (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. |
| 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. |
| 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. |
| 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 Securities Act need not be furnished, provided
that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this
paragraph 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. |
| 5) | That, for the purpose of determining any liability under
the Securities Act of 1933 to any purchaser, each prospectus filed by the Registrant pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance
on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
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 first use, 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 date of first use; |
| 6) | That, for the purpose of determining liability of the registrant
under the Securities Act 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 placement
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:
| (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424. |
| (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; |
| (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 |
| (iv) | Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| 7) | 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 U.S. 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. |
| 8) | That, for purposes of determining any liability under the
Securities Act of 1933, (i) the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (ii) each post-effective
amendment that contains a form of prospectus 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. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Wuxi, Jiangsu Province, China on December 15, 2023.
|
|
Mingteng International Corporation Inc. |
| |
|
| |
By: |
/s/ Yingkai Xu |
| |
Name: |
Yingkai Xu |
| |
Title: |
Chief Executive Officer and Director |
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on December 15, 2023.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Yingkai Xu |
|
Chief Executive Officer
and Director |
|
December 15, 2023 |
| Name: Yingkai Xu |
|
(Principal Executive
Officer) |
|
|
| |
|
|
|
|
| /s/
Fengting Yin |
|
Chief Financial Officer |
|
December 15, 2023 |
| Name: Fengting Yin |
|
(Principal Accounting
and Financial Officer) |
|
|
SIGNATURE OF AUTHORIZED
REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Mingteng International Corporation Inc., has
signed this registration statement or amendment thereto in New York, NY, United States on December 15, 2023.
| |
Authorized U.S. Representative |
| |
|
| |
By: |
/s/
Colleen A. De Vries |
| |
Name: |
Colleen A. De Vries |
| |
Title: |
Senior Vice-President on behalf of Cogency Global
Inc. |
II-6
Exhibit 5.1
 |
Mourant Ozannes (Cayman) LLP
94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
T +1 345 949 4123
F +1 345 949 4647
|
Mingteng International Corporation Inc.
c/o ICS Corporate Services (Cayman) Limited
#3-212 Governors Square
23 Lime Tree Bay Avenue
P.O. Box 30746, Seven Mile Beach
Grand Cayman KY1-1203
Cayman Islands
15 December 2023
Mingteng International Corporation Inc. (the
Company)
We have acted as Cayman Islands legal advisers
to the Company in connection with the Company’s registration statement on Form F-1 filed on March 29, 2023 (as amended to date) with the
U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the offering
and resale of ordinary shares in the Company of par value US$0.00001 each (the Ordinary Shares) (the Registration Statement,
which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit
or schedule thereto) and the Company’s preliminary prospectus included in the Registration Statement (the Prospectus) relating
to the offering by the Company of up to 2,000,000 Ordinary Shares (or up to or 2,300,000 Ordinary Shares if the underwriter’s over-allotment
option as described therein is exercised in full) (the IPO Shares) and the resale of up to 225,000 Ordinary Shares by Betty Chen
Limited.
For the purposes of this opinion letter, we have
examined a copy of each of the following documents:
| (a) | the certificate of incorporation of the Company dated 20 September 2021; |
| (b) | the memorandum and articles of association of the Company that were registered upon the incorporation
of the Company on 20 September 2021 (the Current M&A); |
| (c) | the amended and restated memorandum and articles of association of the Company conditionally adopted by
a special resolution of the Company passed on 14 November 2023 and effective immediately prior to the completion of the Company’s initial
public offering of Ordinary Shares (the Post-IPO M&A); |
| (d) | a copy of the Company’s register of members (the Register of Members) that was provided to
us by the Company on 17 November 2023; |
| (e) | a copy of a certificate of incumbency issued by the registered office provider of the Company on 8 November
2023 (the Certificate of Incumbency); |
| (f) | a copy of the written resolutions of the board of directors of the Company passed on 7 December 2023 approving
(among other things) the allotment of the IPO Shares (the Resolutions); |
| (g) | a certificate of good standing dated 8 November 2023, issued by the Registrar of Companies (the Registrar)
in the Cayman Islands (the Certificate of Good Standing and together with the Current M&A, the Post-IPO M&A, the Register
of Members, the Certificate of Incumbency and the Resolutions, the Company Records); |
| (h) | the Registration Statement; and |
Mourant Ozannes (Cayman) LLP is registered as a limited liability partnership
in the Cayman Islands with registration number 601078.
mourant.com
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 in force on the date of this opinion letter. In giving these opinions we have relied upon the following
assumptions, which we have not independently verified:
| 2.1 | copies of documents or drafts of documents provided to us are true and complete copies of, or in the final
forms of, the originals; |
| 2.2 | where a document has been examined by us in draft form, it will be or has been executed and/or filed in
the form of the draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise
drawn to our attention; |
| 2.3 | the accuracy and completeness of all factual representations made in the documents reviewed by us; |
| 2.4 | the genuineness of all signatures and seals; |
| 2.5 | the Resolutions were duly passed, are in full force and effect and have not been amended, revoked or superseded; |
| 2.6 | there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect
the opinions set out below; |
| 2.7 | the directors of the Company have not exceeded any applicable allotment authority conferred on the directors
by the shareholders; |
| 2.8 | upon issue of the IPO Shares or the Warrant Shares (as defined below), the Company will receive in full
the consideration for which the Company agreed to issue the IPO Shares or the Warrant Shares (as applicable), which shall be equal to
at least the par value thereof; |
| 2.9 | the validity and binding effect under the laws of the United States of America of the Registration Statement
and the Prospectus and that the Registration Statement has been duly filed with the Commission; |
| 2.10 | each director of the Company (and any alternate director) has disclosed to each other director any interest
of that director (or alternate director) in the transactions contemplated by the Registration Statement in accordance with the Current
M&A; |
| 2.11 | the Company is not insolvent, will not be insolvent and will not become insolvent as a result of executing,
or performing its obligations under the Registration Statement or the Prospectus and no steps have been taken, or resolutions passed,
to wind up the Company or appoint a receiver in respect of the Company or any of its assets; |
| 2.12 | the Company Records were, when reviewed by us, and remain at the date of this opinion accurate and complete;
and |
| 2.13 | the Company will have sufficient authorised but unissued share capital to issue each IPO Share and each
Warrant Share. |
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 is incorporated under the Companies Act (as amended) of the Cayman Islands (the Companies
Act), validly exists under the laws of the Cayman Islands as an exempted company. |
| 3.2 | The Certificate of Good Standing is evidence that the Company is in good standing on the date thereof.
Under Cayman Islands law, good standing means that the Company has paid all fees and penalties under the Companies Act and is not, to
the Registrar’s knowledge, in default under the Companies Act. |
| 3.3 | Based solely on our review of the Current M&A, the authorised share capital of the Company is US$50,000
divided into 5,000,000,000 ordinary shares of a par value of US$0.00001 each. |
| 3.4 | Based solely on our review of the Register of Members, Betty Chen Limited is the registered holder of
225,000 Ordinary Shares and such Ordinary Shares are legally issued, fully paid and non-assessable. |
| 3.5 | Under Cayman Islands law, the Register of Members is prima facie evidence of the details set out therein
to the extent that the Companies Act directs or authorises those details to be inserted. Such details include the name and address of
each member, the number and category of shares held by each member, confirmation as to whether each category of shares carries voting
rights under the articles of association, the date on which the name of any person was entered on the register as a member and the date
on which any person ceased to be a member. |
| 3.6 | The issue and allotment of the IPO Shares have been duly authorised and when allotted, issued and paid
for as contemplated in the Registration Statement and the Prospectus, the IPO 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). |
| 3.7 | The issue of the warrants to the underwriters’ representative (such warrants, the Representative’s
Warrants) as contemplated by the Registration Statement and the Prospectus has been duly authorised. |
| 3.8 | The issue and allotment of the shares underlying the Representative’s Warrants (the Warrant Shares)
as contemplated by the Registration Statement and the Prospectus has been duly authorised and, when allotted, issued and paid for as contemplated
by the Registration Statement and the terms of the Representative’s Warrants, the Warrant 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). |
| 3.9 | The statements under the caption “Cayman Islands Taxation” in the Prospectus, to the extent
that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion. |
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 the subject of this opinion.
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 circumstances in which a court may be prepared
to pierce or lift the corporate veil).
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 “Risk Factors”, “Enforceability
of Civil Liabilities” and “Legal Matters” in the Registration Statement. In giving such consent, we do not hereby 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 promulgated thereunder.
Yours faithfully
/s/ Mourant Ozannes (Cayman) LLP
Mourant Ozannes (Cayman) LLP
Exhibit 5.2
| Ortoli | Rosenstadt LLP |
366
Madison Avenue |
3rd Floor
New York, NY 10017
tel: (212) 588-0022
fax: (212) 826-9307
December 15, 2023
Mingteng International Corporation Inc.
Lvhua Village, Luoshe Town,
Huishan District, Wuxi,
Jiangsu Province, China 214189
+86 0510-83318500
Ladies and Gentlemen:
We are acting as United States
counsel to Mingteng International Corporation Inc., a company incorporated in the Cayman Islands (the “Company”), in connection
with the registration statement on Form F-1, File No. 333-270953 (the “Registration Statement”), including all amendments
and supplements thereto, and accompanying prospectus filed with the Securities and Exchange Commission (the “SEC”) under
the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offering by the Company of up to 2,000,000
ordinary shares of par value US$0.00001 per share (“Ordinary Shares”) (or up to or 2,300,000 Ordinary Shares if the underwriter’s
over-allotment option as described therein is exercised in full) (the “IPO Shares”) and the resale of up to 225,000 Ordinary
Shares (the “Resale Shares”) by Betty Chen Limited (the “Selling Shareholder”). The IPO Shares and Resale Shares
are to be sold by the Company and Selling Shareholder, respectively, pursuant to an underwriting agreement (the “Underwriting Agreement”)
to be entered into by and among the Company, the Selling Shareholder, and Univest Securities, LLC, acting as the representative of the
several underwriters (the “Representative”). The Company is also registering (i) warrants to purchase up to 5% of the IPO
Shares, to be issued to the Representative as compensation pursuant to the Underwriting Agreement (the “Representative’s
Warrants”), and (ii) the Ordinary Shares issuable upon exercise of the Representative’s Warrants.
This opinion is being furnished
to you in connection with the Registration Statement.
In connection with this opinion,
we have examined the following documents:
| |
1. |
The Registration
Statement, |
| |
2. |
The form
of the Underwriting Agreement, filed as Exhibit 1.1 to the Registration Statement, |
| |
3. |
The form
of the Representative’s Warrants, filed as Exhibit 4.1 to the Registration Statement, |
| |
4. |
a copy
of the executed written resolution of the directors of the Company in connection with the initial public offering, dated
December 7, 2023, and |
| |
5. |
such other
documents and corporate records as we have deemed necessary or appropriate in order to enable us to render the opinion below. |
For purposes of this opinion,
we have assumed (i) the validity and accuracy of the documents and corporate records that we have examined, (ii) the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such
documents and (iii) that all relevant documents have been, or will be, validly authorized, executed, delivered and performed by all of
the relevant parties. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we
have relied upon statements and representations of officers and other representatives of the Company and have assumed that such statements
and representations are true, correct and complete without regard to any qualification as to knowledge or belief. Our opinion is conditioned
upon, among other things, the initial and continuing truth, accuracy, and completeness of the items described above on which we are relying.
Subject to the foregoing
and the qualifications set forth in the Registration Statement, we are of the opinion that the Representative’s Warrants, when
issued as contemplated in the Registration Statement and the Underwriting Agreement, will be valid and legally binding obligations of
the Company, enforceable against the Company in accordance with their terms.
Ortoli | Rosenstadt LLP
| Mingteng International
Corporation Inc. |
December 15,
2023 |
Our opinion is limited to
the application of the laws of the State of New York, the Securities Act and the rules and regulations of the SEC promulgated thereunder
only and we express no opinion with respect to the applicability of other federal laws, the laws of other countries, the laws of any
state of the United States or any other jurisdiction, or as to any matters of municipal law or the laws of any other local agencies within
any state. No opinion is expressed as to any federal securities laws except as specifically set forth herein. Our opinion represents
only our interpretation of the law and has no binding, legal effect on, without limitation, the service or any court. It is possible
that contrary positions may be asserted by the service and that one or more courts may sustain such contrary positions. Our opinion is
expressed as of the date hereof, and we are under no obligation to supplement or revise this opinion to reflect any changes, including
changes which have retroactive effect (i) in applicable law, or (ii) in any fact, information, document, corporate record, covenant,
statement, representation, or assumption stated herein that becomes untrue, incorrect or incomplete.
This letter is furnished
to you for use in connection with the Registration Statement and is not to be used, circulated, quoted, or otherwise referred to for
any other purpose without our express written permission. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement wherever it appears. In giving such consent, we do not thereby 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 rules
and regulations of the SEC thereunder.
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Very
truly yours, |
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/s/
Ortoli Rosenstadt LLP |
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Ortoli
Rosenstadt LLP |