AIXI XIAO I Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2024

 

Commission File Number 001-41631

 

Xiao-I Corporation

(Translation of registrant’s name into English)

5/F, Building 2, No. 2570

Hechuan Road, Minhang District

Shanghai, China 201101

 

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒             Form 40-F ☐

 

 

 

Other Events

 

As previously disclosed on our Current Report on Form 6-K, dated June 17, 2024, on June 17, 2024, Xiao-I Corporation, a Cayman Islands exempted company with limited liability (the “Company”), has entered into a securities purchase agreement with an institutional investor (the “Investor”) to issue and sell an aggregate principal amount of $3,260,869.57 senior convertible notes (the “Notes”) with an 8% Original Issue Discount to the Investor, convertible into the Company’s ordinary shares (“Conversion Shares”) in the form of American Depositary Shares (“Conversion ADSs”). Each ADS represents one-third of an ordinary share. The Company has also concurrently offered an additional 1,000,002 ADS (the “Pre-Delivery ADSs”), at par, representing 333,334 of its ordinary shares (the “Pre-Delivery Shares”), to the Investor.

 

On June 17, 2024, the Company closed the offering and raised $2,994,945 in gross proceeds therefrom. The Notes, Conversion ADSs and Pre-Delivery ADSs were sold through a prospectus supplement pursuant to the Company’s effective shelf registration statement on Form F-3, as amended (SEC File No. 333-279306) and the base prospectus therein. On June 17, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 6-K, announcing the closing of the offering.

 

INCORPORATION BY REFERENCE

 

Exhibits 5.1, 5.2 and 5.3 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Xiao-I, as amended (SEC File No. 333-279306), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
5.1		Opinion of Conyer Dill & Pearman
5.2		Opinion of Squire Patton Boggs (US) LLP
5.3		Opinion of Jingtian & Gongcheng
99.1		Press Release dated June 17, 2024.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 18, 2024		Xiao-I Corporation
		By:	/s/ Hui Yuan
			Name:	Hui Yuan
			Title:	Chief Executive Officer

 

 

3

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong   T +852 2524 7106 | F +852 2845 9268   conyers.com

 

17 June 2024

 

Matter No.:1000402/109985395

852 2842 9588

Lilian.Woo@conyers.com

 

3i, LP

2 Wooster Street, 2^nd Floor

New York, NY 10013

 

and

 

CITIBANK, N.A.

388 Greenwich Street

New York, NY 10013

United States

(the “Depositary”)

 

and

 

FT Global Inc.

1688 Meridian Avenue, Suite 700

Miami Beach, FL 33139

 

Dear Sir / Madam,

 

Re: XIAO-I CORPORATION (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with the issue by the Company of a series of convertible notes of the Company, in the aggregate original principal amount of up to US$3,260,869.57 (the “Convertible Notes”) and 333,334 ordinary shares of par value US$0.00005 each in the capital of the Company (the “Ordinary Shares”). The Ordinary Shares may be represented by American depositary shares (the “ADSs” and each an “ADS”), each ADS representing one-third of one (1) Ordinary Share.

 

1.

DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined the following documents:

 

1.1.

a copy of a securities purchase agreement made among (1) the Company, and (2) the investors listed on the Schedule of Buyers attached thereto (together, the “Investors”) dated as of 17 June 2024 (the “Securities Purchase Agreement”);

 

Partners: Piers J. Alexander, Christopher W. H. Bickley, Peter H. Y. Ch’ng, Anna W. T. Chong, Angie Y. Y. Chu, Vivien C. S. Fung, Richard J. Hall, Norman Hau, Wynne Lau, Paul M. L. Lim, Anna W.X. Lin, Ryan A. McConvey, Teresa F. Tsai, Flora K. Y. Wong, Lilian S. C. Woo, Mark P. Yeadon

 

Consultant: David M. Lamb

 

BERMUDA | BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS

 

 

1.2.

the form of the Convertible Notes attached as Exhibit A to the Securities Purchase Agreement;

 

1.3.

the placement agent agreement, dated as of 17 June 2024, by and between the Company and FT Global Capital Inc. (“Placement Agent Agreement”);

 

1.4.

the Deposit Agreement (the “Deposit Agreement”), dated as of March 9, 2023, by and among the Company, the Depositary, and the Holders and Beneficial Owners from time to time of ADSs issued thereunder;

 

1.5.

the form of the Convertible Bond Letter Agreement to be entered into by and between the Company and the Depositary (the “Convertible Bond Letter Agreement”).

 

The documents listed in items 1.1 through 1.5 above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

The Ordinary Shares and the ADSs issued on the terms of the Securities Purchase Agreement are hereinafter referred to as the “Conversion Shares” and the “Conversion ADSs” respectively), and which Conversion ADSs shall, for the avoidance of doubt, include “Pre-Delivery ADSs” (as defined in the Securities Purchase Agreement).

 

We have also reviewed:

 

1.6.

a copy of the memorandum of association of the Company certified by a director of the Company on 6 June 2024 (the “Certified MoA”), the articles of association of the Company certified by a director of the Company on 6 June 2024 (the “Certified Articles” and together with the certified MoA, the “Certified M&As”), the register of members of the Company certified by a director of the Company on 6 June 2024 (the “RoM”) and the Register of Directors of the Company certified by a director of the Company on 6 2024;

 

1.7.

copies of the written resolutions of directors of the Company passed on 19 December 2022 and 7 June 2024 (together, the “Resolutions”);

 

1.8.

a copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 6 June 2024 (the “Certificate Date”);

 

1.9.

the registration statement on Form F-6 (Registration No. 333-269502) (the “Registration Statement”);

 

1.10.

the draft prospectus to be dated June 2024 in connection with the offering and sale of the Convertible Notes (the “Prospectus”); and

 

1.11.

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.

ASSUMPTIONS

 

We have assumed:

 

2.1.

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

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2.2.

that where a document has been examined by us in draft form, it will be or has been executed in the form of that 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 capacity, power and authority of each of the parties to the Documents, other than the Company, to enter into and perform its respective obligations under the Documents;

 

2.4.

the due execution and delivery of the Documents by each of the parties thereto, other than the Company, and the delivery thereof by the Company with an intention to be bound thereby;

 

2.5.

the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us (except to the extent that we expressly opine herein on matters of Cayman Islands law);

 

2.6.

that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;

 

2.7.

that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

 

2.8.

the validity and binding effect under the laws of the State of Delaware or the laws of the State of New York (together, the “Foreign Laws”) of the Documents, as the case may be, in accordance with their respective terms;

 

2.9.

the validity and binding effect under the Foreign Laws of the submission by the Company pursuant to the Documents to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware or the state or federal courts located in the City and County of New York, Borough of Manhattan (together, the “Foreign Courts”), as the case may be;

 

2.10.

that on the respective dates of entering into the Documents and issuance of the Convertible Notes the Company is and after entering into the Documents and issuance of the Convertible Notes will be able to pay its liabilities as they become due;

 

2.11.

that the subscription price for the Conversion Shares will not be less than the par value of the Conversion Shares;

 

2.12.

neither the Convertible Notes nor the Conversion Shares will be issued to residents of the Cayman Islands; and

 

2.13.

if and to the extent that the Company is a sovereign entity of any state, that each Document and each transaction contemplated therein is a “commercial transaction” as defined in section 3(3) of the State Immunity Act 1978 of the United Kingdom as extended to the Cayman Islands by the State Immunity (Overseas Territories) Order 1979.

 

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3.

QUALIFICATIONS

 

3.1.

The term “enforceable” as used in this opinion means that an obligation is of a type which the courts of the Cayman Islands enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of the Documents. In particular, the obligations of the Company under the Documents:

 

(a)

will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

 

(b)

will be subject to statutory limitation of the time within which proceedings may be brought;

 

(c)

will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

 

(d)

may not be given effect to by a Cayman Islands court, whether or not it was applying the Foreign Laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty;

 

(e)

may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company under the Documents if there are other proceedings in respect of the Documents simultaneously underway against the Company in another jurisdiction; and

 

(f)

the Securities Purchase Agreement relation to the purchase of the Conversion Shares may be subject to the common law rules (in accordance with the principles laid down in Houldsworth v City Glasgow Bank and Liquidators (1880) 5 App. Cas. 317) that damages against the Company may only be available where the Investors are able to rescind the Documents.

 

3.2.

We express no opinion as to the enforceability of any provision of the Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company.

 

3.3.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

The Company is duly incorporated as an exempted company with limited liability and validly existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (“Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act. The Company has the corporate capacity to own its assets and conduct its business in accordance with the Certified M&As.

 

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4.2.

The Company has the necessary corporate power and authority to (i) enter into and perform its obligations under the Documents, (ii) create, offer, issue and perform its obligations under the Convertible Notes, (iii) allot and issue the Conversion Shares, and (iv) have the Conversion Shares in the form of Conversion ADSs listed on the NASDAQ Global Market (“NASDAQ”). The (i) creation, issue and offer of the Convertible Notes, (ii) the allotment and issue of the Conversion Shares by the Company, (iii) the deposit of the Conversion Shares with the Depositary against the issuance of the Conversion ADSs, and the issuance, offer and sale of the Conversion ADSs, (iv) the listing of the Conversion ADSs on NASDAQ, and (v) the execution and delivery of the Documents by the Company and the performance by the Company of its obligations thereunder will not violate the Certified M&As nor any applicable law, regulation, order or decree in the Cayman Islands.

 

4.3.

The Company has taken all corporate action required to authorise (i) its execution, delivery and performance of the Documents, (ii) its creation, issue and offer of the Convertible Notes, (iii) the allotment and issue of the Conversion Shares, and (iv) the deposit of the Conversion Shares with the Depositary against the issuance of the Conversion ADSs and the issuance, offer and sale of the Conversion ADSs. Each of the Securities Purchase Agreement and Placement Agent Agreement has been duly executed and delivered by or on behalf of the Company, and constitutes legal, valid and binding obligations of the Company enforceable in accordance with the terms thereof. The Convertible Notes, when duly executed and delivered by or on behalf of the Company, will constitute legal, valid and binding obligations of the Company enforceable in accordance with the terms thereof. The Convertible Bond Letter Agreement, when duly executed and delivered by or on behalf of the Company, will constitute legal, valid and binding obligations of the Company enforceable in accordance with the terms thereof.

 

4.4.

When allotted, issued and paid for in accordance with the Documents, the Conversion Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). The Conversion Shares when issued pursuant to and in accordance with the Documents will rank pari passu with all other issued Ordinary Shares subject to the rights, privileges and restrictions in the Certified M&As and will not be subject to any pre-emptive or similar rights or any restrictions on the transfer or voting thereof under the Act or pursuant to the Certified M&As provided that such transfer or voting is effected in the manner set forth in and subject to the Certified M&As. There are no anti-dilution or similar provisions in the Certified M&A of the Company that will be triggered by the issuance of the Convertible Notes and the Conversion Shares. Subject to the terms of the Convertible Notes, the Conversion Shares may be freely deposited by the Company with the Depositary against the issuance of the Conversion ADSs.

 

4.5.

No order, consent, approval, licence, authorisation or validation of or exemption by, nor (subject to the provisions of paragraph 4.6) any registration, filing or similar requirements with, any government or public body or authority of the Cayman Islands or any sub-division thereof is required to authorise or is required in connection with (i) the execution, delivery, performance or enforcement of the Documents, (ii) the creation, issue and offer of the Convertible Notes, (iii) the allotment and issue of the Conversion Shares, (iv) the listing of the Conversion Shares in the form of ADSs on NASDAQ, (v) the deposit of the Conversion Shares with the Depositary against the issuance of the Conversion ADSs and the issuance, offer and sale of the Conversion ADSs, (vi) the exercise of any rights and remedies under the Documents, or (v) the issue of the Prospectus.

 

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4.6.

It is not necessary or desirable to ensure the legality, validity, enforceability and admissibility in evidence (other than court filings in the normal course of proceedings) in the Cayman Islands of the Documents that they be registered in any register kept by, or filed with, any governmental authority or regulatory body in the Cayman Islands. However, to the extent that any of the Documents creates a charge over assets of the Company, the Company and its Directors are under an obligation to enter such charge in the Register of Mortgages and Charges of the Company in accordance with section 54 of the Act. While there is no exhaustive definition of a charge under Cayman Islands law, a charge normally has the following characteristics:

 

(a)

it is a proprietary interest granted by way of security which entitles the chargee to resort to the charged property only for the purposes of satisfying some liability due to the chargee (whether from the chargor or a third party); and

 

(b)

the chargor retains an equity of redemption to have the property restored to him when the liability has been discharged.

 

However, as the Documents are governed by the Foreign Laws, the question of whether they would possess these particular characteristics would be determined under the Foreign Laws.

 

4.7.

There is no income or other tax of the Cayman Islands imposed by withholding or otherwise on (i) any payment to be made to or by the Company pursuant to the Documents, or (ii) any dividends or other distributions declared or paid on the Ordinary Shares (including the Conversion Shares).

 

4.8.

There is no stamp, registration or similar tax or duty to be paid on or in relation to the issue, execution, delivery, filing or performance of any of the Documents provided that the Documents are executed and remain outside the Cayman Islands. If it becomes necessary to bring the Documents into the Cayman Islands for enforcement or otherwise, nominal stamp duty will be payable on all the Documents. In the case of any Document creating security over movable property situated in the Cayman Islands granted by an exempted company, an ordinary non-resident company or a foreign company, or over shares in an exempted company or an ordinary non-resident company, stamp duty will be payable on an ad valorem basis to a maximum of CI$500.00 (US$609.76). Apart from the payment of stamp duty, there are no acts, conditions or things required by the laws and regulations of the Cayman Islands (other than court filings in the ordinary course of proceedings) to be done, fulfilled or performed in order to make any of the Documents admissible in evidence in the Cayman Islands.

 

4.9.

The choice of the Foreign Laws as the governing law of the Documents is a valid choice of law and would be recognised and given effect to in any action brought before a court of competent jurisdiction in the Cayman Islands, except for those laws (a) which such court considers to be procedural in nature, (b) which are revenue or penal laws or (c) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Cayman Islands. The submission in the Documents to the jurisdiction of the Foreign Courts is valid and binding upon the Company.

 

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4.10.

The courts of the Cayman Islands would recognise as a valid judgment, a final and conclusive judgment in personam obtained in the Foreign Courts against the Company based upon the Documents under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

 

4.11.

Based solely upon a search of the electronic Register of Writs and other Originating Process of the Grand Court of the Cayman Islands conducted at 10.00 a.m. on 6 June 2024 (which would not reveal details of (i) proceedings before 1995, (ii) proceedings which have been filed but not actually entered in the Register of Writs and other Originating Process of the Grand Court of the Cayman Islands at the time of our search, (iii) counterclaims, (iv) proceedings filed on the Restricted Registers of Writs and other Originating Processes or (v) an application for the appointment of a restructuring officer on an interim basis under section 91C of the Act) there are no actions pending against the Company nor any petitions to wind up the Company pending in the Grand Court of the Cayman Islands to which the Company is subject.

 

4.12.

The Company has the legal capacity to sue and be sued in its own name under the laws of the Cayman Islands.

 

4.13.

None of the Investors will be deemed to be resident, domiciled or carrying on business in the Cayman Islands by reason only of the execution, performance and/or enforcement of the relevant Documents by such Investors.

 

4.14.

Each of the Investors has standing to bring an action or proceedings before the appropriate courts in the Cayman Islands for the enforcement of the Documents. It is not necessary or advisable (i) as a consequence of the execution, delivery and performance by any of the Investors of the Transaction Documents to which it is a party or the issue of the Conversion Shares or (ii) in order for the Investors to enforce their respective rights under the Documents to which each is a party (including the exercise of remedies thereunder), that such Investors be licensed, qualified or otherwise be entitled to carry on business in the Cayman Islands.

 

4.15.

The Company is not entitled to any immunity under the laws of the Cayman Islands, whether characterised as sovereign immunity or otherwise, from any legal proceedings to enforce the Documents in respect of itself or its property.

 

4.16.

The obligations of the Company under the Documents will rank at least pari passu in priority of payment with all other unsecured unsubordinated indebtedness of the Company, other than indebtedness which is preferred by virtue of any provision of the laws of the Cayman Islands of general application or under the terms of the Documents.

 

4.17.

The Company is free to acquire, hold and sell foreign currency and securities without restriction. There are no exchange control restrictions in the Cayman Islands and accordingly there are no exchange control regulations imposed under Cayman Islands law.

 

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4.18.

There is no applicable usury or interest limitation law in the Cayman Islands which may restrict the recovery of payments or the performance by the Company of its obligations under the Documents.

 

4.19.

There are no restrictions under Cayman Islands law which would prevent the Company from paying dividends to shareholders in U.S. Dollars or any other currency. All dividends and other distributions declared and payable on the Conversion Shares may under the current laws and regulations of the Cayman Islands be paid to the registered holder of the Conversion Shares (including the Depository, or its nominee or custodian, as the case may be, upon its entry in the register of members of the Company as the holder of any such Conversion Shares).

 

4.20.

Based solely on our review of the Certified MoA, the Company has an authorised share capital of US$50,000 consisting of 1,000,000,000 shares of a nominal or par value of US$0.00005 each.

 

4.21.

Pursuant to section 48 of the Act, the register of members of the Company shall be prima facie evidence of the matters that are directed or authorised to be inserted therein by the Act and a member registered in the register of members of the Company will be deemed to have prima facie legal title to those shares as set against its name in the register of members of the Company.

 

4.22.

The appointments by the Company of GKL Corporate/Search, Inc. to accept service of process pursuant to the Securities Purchase Agreement and Puglisi & Associates to accept service of process pursuant to the Placement Agent Agreement are legal, valid and binding on the Company if each such appointment is legal, valid and binding on the Company under the applicable Foreign Laws and if no other procedural requirements are necessary in order to validate such appointments.

 

4.23.

Each of the Documents is in an acceptable legal form under the laws of the Cayman Islands for enforcement thereof in the Cayman Islands.

 

4.24.

For so long the ADSs are listed on NASDAQ, there are no reporting obligations imposed by or under the laws of the Cayman Islands on the holders of the Convertible Notes of any Ordinary Shares (including the Conversion Shares) solely as a result of such persons being the holders of such Convertible Notes or Ordinary Shares.

 

4.25.

Any monetary judgment in a court of the Cayman Islands in respect of a claim brought in connection with the Documents is likely to be expressed in the currency in which such claim is made, since such courts have power to grant a monetary judgment expressed otherwise than in the currency of the Cayman Islands but they may not necessarily do so.

 

4.26.

Subject to the terms of the Convertible Notes, there are no restrictions under Cayman Islands law on the transfer of any of the Conversion Shares or on the rights of any holders of the Shares to hold or vote such Conversion Shares.

 

Yours faithfully,
Conyers Dill & Pearman

 

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Exhibit 5.2

 

 

 

Squire Patton Boggs (US) LLP 555 California Street, 5th Floor San Francisco, California 94104   Phone: (415) 954-0200 squirepattonboggs.com

 

June 17, 2024

 

FT Global Capital, Inc. (Member FINRA/SIPC)

41 Madison Avenue, #3130

New York, NY 10010

Placement Agent,

 

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

The Buyer

 

and

 

Citibank, N.A.

388 Greenwich Street

New York, NY 10013

Depositary

 

Re:

Xiao-I’s Issuance of Convertible Notes in the Aggregate Original Principal Amount of up to US$$3,260,869.57

 

Ladies and Gentlemen:

 

We have acted as United States counsel to Xiao-I Corporation (the “Company”), an exempted company with limited liability organized under the laws of the Cayman Islands in connection with the Placement Agent Agreement, dated June 17, 2024 (the “PAA”), between the Company and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) relating to the issuance by the Company of a series of convertible notes of the Company to 3i, LP (collectively, the “Buyer”), in the aggregate original principal amount of up to US$3,260,869.57 (the “Convertible Notes”) and 333,334 ordinary shares of par value US$0.00005 each in the capital of the Company (the “Ordinary Shares”) pursuant to the Securities Purchase Agreement (the “SPA”, and collectively with the PAA and the Convertible Notes, the “Opinion Documents”) between the Company, dated as of June 17, 2024. The Ordinary Shares may be represented by American depositary shares (the “ADSs” and each an “ADS”), each ADS representing one-third of one (1) Ordinary Share, to be issued by Citibank, N.A., as the Depositary under the Deposit Agreement (the “Deposit Agreement”), dated as of March 9, 2023, among the Company, the Depositary and the holders and beneficial owners from time to time of ADSs issued thereunder, as supplemented by that certain Note Conversion Letter Agreement, dated as of June 17, 2024, by and between the Company and the Depositary (the “Note Conversion Letter Agreement”).

 

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Squire Patton Boggs (US) LLP

 

June 17, 2024

Page 2

 

This opinion is being furnished to you at your request. Capitalized terms used and not defined herein shall have the respective meanings set forth in the PAA and the SPA.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, copies of the following:

 

(i)

the shelf registration statement in respect of various securities of the Company on Form F-3, (File No. 333-279306) (the “F-3 Registration Statement”) as it became effective in accordance with the Securities Act of 1933, as amended, (the “1933 Act”);

 

(ii)

the registration statement on Form F-6 (File No. 333-269502) filed with the SEC on February 1, 2023 (the “F-6 Registration Statement”, and, together with the F-3 Registration Statement, the “Registration Statements”);

 

(iii)

the prospectus supplement and final prospectus, dated June 10, 2024, filed with the SEC on June 10, 2024, to supplement the F-3 Registration Statement under Rule 424(b)(2) of the Securities Act, in connection with the offering and sale of the Convertible Notes (the “Prospectus”);

 

(iv)

the current memorandum and articles of association of the Company adopted on August 13, 2018 (the “M&A”);

 

(v)

the amended and restated memorandum and articles of association of the Company adopted on November 30, 2022 (the “Amended M&A”);

 

(vi)

minutes of meetings of the directors of the Company held on June 7, 2024 and written resolutions of the shareholders of the Company dated June 7, 2024 (the “Resolutions”);

 

(vii)

executed copies of the Convertible Notes and the SPA;

 

(xi)

executed copy of the PAA;

 

(xii)

executed copy of the Deposit Agreement;

 

(xiii)

executed copy of the Note Conversion Letter Agreement; and

 

(xiv)

Officer’s Certificate of the Company, dated June 17, 2024.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

 

 

Squire Patton Boggs (US) LLP

 

June 17, 2024

Page 3

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, 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 latter documents. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents, and the validity and binding effect and enforceability thereof on such parties. As to any facts material to the opinions expressed herein which we did not independently establish or verify, we have relied upon oral or written statements and representations of the representatives of the Company and others and the accuracy of the facts, information, covenants and representations set forth in the documents listed above. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We have assumed the accuracy of all statements of fact, and we did not independently establish or verify the facts, information, covenants and representations set forth in the documents listed above. We have not, except as specifically identified herein, been retained or engaged to perform and, accordingly have not performed, any independent review or investigation of any agreements, contracts, instruments, corporate records, orders, writs, judgments, rules or decrees to which the Company may be a party or to which the Company or any property thereof may be subject or bound.

 

Our opinions set forth below are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to the Company for a transaction of the nature contemplated by the PAA, the SPA, the Deposit Agreement, and the Convertible Bond Letter Agreement. In addition, without limiting the generality of the foregoing, we have neither examined, nor do we opine upon, any provision or matter to the extent that the examination or opinion would require a financial, mathematical or accounting calculation or determination relating to, or based upon, financial statements, supporting schedules and other financial data included in or incorporated by reference into the Registration Statements, the Disclosure Package and the Prospectus. Our opinions expressed below as to certain factual matters are qualified as being limited “to the best of our knowledge” or by other words to the same or similar effect. Such words, as used herein, mean the information known to the attorneys in the firm currently responsible for such matters with respect to the Company in connection with their representation of the Company. In rendering such opinions, we have conducted no review of documents in our files relating to any other matters in which this firm has represented the Company.

 

Based upon and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

 

1.

The Opinion Documents have been duly authorized, executed and delivered by the Company and constitute a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, subject to (A) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect, and (B) the effect of general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied covenant of good faith and fair dealing.

 

 

Squire Patton Boggs (US) LLP

 

June 17, 2024

Page 4

 

2.

Each of the Deposit Agreement and the Convertible Bond Letter Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company under the laws of the State of New York, enforceable in accordance with its terms, subject to (A) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium, or other similar laws affecting creditors’ rights generally from time to time in effect, and (B) the effect of general principles of equity, regardless of whether considered in a proceeding in equity or at law and an implied covenant of good faith and fair dealing.

 

3.

No authorization, approval or other action by, and no notice to or filing with, any United States federal or New York governmental authority or regulatory body is required for the due execution, delivery or performance by the Company of the Opinion Documents, except as have been obtained and are in full force and effect under the 1993 Act, as may be required under the securities or blue sky laws of any jurisdiction in the United States in connection with the offer and placement of the Ordinary Shares and ADSs, and for the authorizations, approvals, actions, notices and filings specified in the Opinion Documents, each of which has been duly obtained, taken, given or made and, to our knowledge, has not been withdrawn.

 

4.

Upon due issuance by the Depositary of ADSs in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued, will entitle the persons in whose names such ADSs are registered to the rights specified therein and in the Deposit Agreement, and will not be subject to any pre-emptive or similar rights or any restrictions on the transfer or voting thereof under any other agreement, note, lease, mortgage, deed, or other instrument to which the Company is a party or by which the Company is bound or affected that has been filed as an exhibit to the SEC Documents.

 

5.

The Registration Statements register the offer, sale, and delivery of the Convertible Notes, the Ordinary Shares and the ADSs by the Company, and the conversion of the Convertible Notes into Ordinary Shares as represented by ADSs, upon the terms contemplated in the SPA and have been declared effective under the Securities Act, any required filing of the Prospectus pursuant to Rule 424 under the 1933 Act has been made in the matter and within the time period required by such Rule 424, and each such Registration Statement and the Prospectus contained therein complies in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder as interpreted by the SEC. To the best of our knowledge, no stop order suspending the effectiveness of the Registration Statements or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act or the Exchange Act.

 

 

Squire Patton Boggs (US) LLP

 

June 17, 2024

Page 5

 

6.

The information in the F-3 Registration Statement and the Prospectus under the headings “Description of Share Capital”, “Description of American Depositary Shares”, “Description of Debt Securities” and “Plan of Distribution” and the information in the F-6 Registration Statement under the heading “Description of Securities to be Registered” insofar as such statements constitute a summary of documents or matters of law, and those statements in the Registration Statements and the Prospectus that are descriptions of contracts, agreements or other legal documents or of legal proceedings, or refer to statements of law or legal conclusions, are accurate in all material respects and present fairly the information required to be shown.

 

7.

To our knowledge, the Company is not a party to any contract, agreement or document of a character that is required to be filed as an exhibit to, or incorporated by reference in, each Registration Statement or described in the Registration Statements or the Prospectus that has not been so filed, incorporated by reference (each an “Incorporated Document”) or described as required. Each Incorporated Document, at the time such document was filed with the SEC or at the time such document became effective, as applicable, complied as to form in all material respects with the requirements of the Securities and Exchange Act of 1934, as amended, (except as to the financial statements and schedules and other financial data contained therein, as to which we express no opinion).

 

8.

The Registration Statements, as of the date each Registration Statement became effective, the preliminary prospectus and the Prospectus, each as of its date, complied as to form in all material respects with the requirements for registration statements on Form F-3 or Form F-6, as applicable, under the 1933 Act; it being understood, however, that we express no opinion with respect to Regulation S-T or the financial statements, schedules or other financial data included in or incorporated by reference in or omitted from the Registration Statements, the preliminary prospectus or the Prospectus. For purposes of this paragraph only and not any other paragraph of this letter, we have assumed that the statements made in the Registration Statements, the preliminary prospectus and the Prospectus are correct and complete.

 

9.

The Company is not, and after giving effect to the application of proceeds from the offering of the Convertible Notes as contemplated in the Securities Purchase Agreement and the Prospectus, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

 

 

Squire Patton Boggs (US) LLP

 

June 17, 2024

Page 6

 

10.

The sale and delivery of Ordinary Shares and ADSs by the Company on the date hereof under the terms of the SPA and the PAA, the deposit of Shares with the Depositary against issuance of ADSs delivered under the terms of the Deposit Agreement, and the consummation of the transactions contemplated in the Deposit Agreement, the Convertible Bond Letter Agreement and the Opinion Documents do not and will not violate the provisions of any U.S. federal or New York State law applicable to the transaction or any other agreement, note, lease, mortgage, deed, or other instrument to which the Company is a party or by which the Company is bound or affected that has been filed as an exhibit to the SEC Documents or which is otherwise material to the Company.

 

11.

The sale of the Convertible Notes, the use of the proceeds thereof and the other transactions contemplated thereby or by the other Transaction Documents, will not violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System of the United States.

 

We are members of the Bar of the State of New York, and we do not express any opinion concerning any law other than the laws of the State of New York, and the federal law of the United States of America. Accordingly, we have made no investigation of the laws of any other jurisdiction. We do not express any opinion concerning the application of the “doing business” laws of any other jurisdiction or the securities laws of any jurisdiction other than the federal securities laws of the United States. We express no opinion as to the municipal laws or the laws, rules or regulations of any local agencies or governmental authorities of or within the State of New York, or in each case as to any matters arising thereunder or relating thereto. We do not express any opinion on any matter or as to any law not expressly addressed above.

 

We assume no obligation to advise you of any changes in any of the foregoing subsequent to the delivery of this opinion. This opinion is being delivered to you in your capacity as Depositary, Placement Agent, and the Buyer, respectively, and is rendered for the sole benefit of the Depositary, Placement Agent and the Buyer, and no other person is entitled to rely hereon other than the Depositary, Placement Agent and the Buyer named hereto. Notwithstanding the foregoing, the Depositary may disclose this opinion on a non-reliance basis where required by law, legal process, regulation or any governmental or competent regulatory authority, or for the purpose of seeking to establish a defense in any legal or regulatory proceeding or investigation relating to the matters set out in this opinion.

 

	Very truly yours,

 

 

 

 

Exhibit 5.3

 

 

 

北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮编:100025
34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China 

T: (86-10) 5809 1000 F: (86-10) 5809 1100

 

June 17, 2024

 

To: XIAO-I CORPORATION (the “Company”)

 

7th floor, Building 398,

 

No. 1555 West Jinshajiang Rd.,

 

Shanghai, China 201803

 

Dear Mesdames/Sirs:

 

RE: PRC Legal Opinion in relation to the Issuance of Senior Convertible Notes of XIAO-I CORPORATION

 

We are qualified lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws (as defined below) (the “Opinion”). For the purpose of this Opinion, the PRC shall not include the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan.

 

We have acted as PRC legal counsel in relation to an issue and sale of an aggregate principal amount of $3,260,869.57 senior convertible notes (the “Notes”) for XIAO-I CORPORATION (the “Company”), an exempted company incorporated under the laws of the Cayman Islands (the “Offering”), in connection with (i) the Company’s Registration Statement on Form F-3, including all amendments or supplements thereto (the “F-3”), (ii) the Prospectus Supplement in relation to the $3,260,869.57 Senior Convertible Notes,up to 3,260,871 American Depositary Shares Issuable upon Conversion of Senior Convertible Notes Representing 1,086,957 Ordinary Shares, 1,000,002 Pre-Delivery American Depositary Shares Representing 333,334 Ordinary Shares (the “Prospectus Supplement”); (iii) the Securities Purchase Agreement dated June 17, 2024 by and among 3i, LP and the Company (the “Securities Purchase Agreement”); (iv) the XIAO-I CORPORATION Senior Convertible Note issued on June 17, 2024 (the “Convertible Notes”); (v) the Form 6-K disclosed on June 17, 2024 (the “6-K”); (vi) the Placement Agent Agreement with FT Global Capital Inc. dated on March 12, 2024 (the “PAA”); (vii) the Deposit Agreement, dated as of March 9, 2023

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

(the “Previous Deposit Agreement”), among the Company, Citibank, N.A. (the “Depositary”), and all holders and beneficial owners from time to time of the ADSs issued thereunder, and (viii) the Note Conversion Letter Agreement, dated as of June 17, 2024 (the Note Conversion Letter Agreement together with the Previous Deposit Agreement, the “Deposit Agreement”; the Deposit Agreement, together with the Securities Purchase Agreement, the Convertible Notes, and the PAA, collectively the “Transaction Documents”).

 

The Company has engaged FT Global Capital, Inc. as its exclusive placement agent in connection with the Offering (the “Placement Agent”), to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of the securities. No minimum offering amount is required as a condition to closing the Offering. The Company and the Placement Agent executed the PAA.

 

We have been requested to give this Opinion on the matters set forth herein.

 

In so acting, 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 (as defined below) and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this Opinion (the “Documents”).

 

In our examination and for purpose of rendering this Opinion, we have assumed without further inquiry, (a) the genuineness of all the signatures, seals and chops, the authenticity of the Documents submitted to us as original and the conformity with authentic original documents submitted to us as copies and the authenticity of such originals; (b) the truthfulness, accuracy, fairness and completeness of the Documents, as well as the factual statements contained in the Documents, and the Documents and the factual statements contained therein is and will remain to be non-misleading; (c) that the Documents provided to us remain in full force and effect up to the date of this Opinion and that none of the Documents has been revoked, amended, varied or supplemented except as otherwise indicated in such documents; (d) that information provided to us by the Group Companies (as defined below) in response to our enquiries for the purpose of this Opinion is true, accurate, complete and not misleading, and that the Group Companies have not withheld anything that, if disclosed to us, would reasonably cause us to alter this Opinion in whole or in part; (e) all Governmental Authorizations (as defined below) and other official statement or documentation are obtained by lawful means in due course; (f) that each of the parties other than PRC Entities (as defined below) is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation (as the case may be); (g) that all parties other than the PRC Entities have the requisite power and authority to enter into, execute, deliver and perform all the Documents to which they are parties and have duly executed, delivered, performed, and will duly perform their obligations under all the Documents to which they are parties; (h) all documents submitted to us are legal, valid, binding and enforceable under all such laws as govern or relate to them other than the PRC Laws (as defined below); and (i) all required consents, licenses, permits, approvals, exemptions or authorizations required of or by, and any required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the PRC in connection with the transactions contemplated under the Prospectus Supplement (as defined below) have been obtained or made, or where such required consents, licenses, permits, approvals, exemptions or authorizations have not been obtained or made as of the date hereof, no circumstance will cause or result in any failure for the same to be obtained or made.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

In giving this opinion, we have assumed and have not verified the accuracy as to financial or auditing matters of each document we have reviewed, and have relied upon opinions or reports issued by overseas legal advisers, auditors and reporting accountants of the Company. For the avoidance of doubt, we render no opinion as to and are not responsible for: (a) tax structuring or other tax matters; (b) financial, appraisal or accounting matters; and (c) review of technical or environmental issues.

 

We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions based on any laws other than the laws of the PRC and accordingly express no legal opinion herein based upon any laws other than the laws of the PRC.

 

For the purpose of rendering this Opinion, where important facts were not independently established to us, we have relied upon certificates issued by Governmental Authorities and representatives of the shareholders of the Company and the Group Companies with proper authority and upon representations, made in or pursuant to the Documents.

 

The following terms as used in this opinion are defined as follows:

 

“CAC” means the Cyberspace Administration of China;

 

“CIIO” means the critical information infrastructure operator;

 

“Circular 37” means the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in Overseas Financing and Round Trip Investment via Overseas Special Purpose Vehicles issued by SAFE on July 4, 2014 and its implementing rules and guidelines;

 

“Prospectus Supplement” shall have the meaning set forth above in this Opinion;

 

“Disclosure Schedule” shall have the meaning set forth in the Securities Purchase Agreement;

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

“Governmental Authorities” means any national, provincial or local court, governmental agency or body, stock exchange authorities or any other regulator in the PRC, and “Governmental Authority” means any of them;

 

“Governmental Authorizations” means any approval, consent, permit, authorization, filing, registration, exemption, waiver, endorsement, annual inspection, qualification and license required by the PRC Laws to be obtained from any Government Authority;

 

“Intellectual Property Rights” means trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade secrets, inventions, technology, know-how, proprietary rights, franchises and other intellectual property and similar rights in the PRC, including registrations and applications for registration thereof;

 

“Measures” means the Cybersecurity Review Measures;

 

“PRC Entities” means, collectively, all entities listed in Schedule I hereto;

 

“Group Companies” means the Company, the BVI Subsidiary, the HK Subsidiary, AIPO Corporation, Zhihe Holding Limited, Jin li jin Technology Limited, Xiaoi USA, Inc., XIAOI ROBOT TE[C]HNOLOGY (HK) LIMITED, Xiaoi USA, Inc., Xiao-I Automation, Hong Kong Zhiyan Automation Limited, the PRC Entities, Zhizhen Artificial Intelligent Technology (Shanghai) Co. Ltd., Baizhuzhuang Network Technology (Zhejiang) Co., Ltd., Shanghai Ruixiang Investment Management Co., Ltd., Zhizhen Zhilian Artificial Intelligence Technology (Shanghai) Co., Ltd., Zhizhen Ruihong Artificial Intelligence Technology (Shanghai) Co., Ltd., Zhizhen Zhihe Artificial Intelligence Technology (Shanghai) Co., Ltd., Shanghai Fengai Network Technology Co., Ltd., Shanghai Zhizhen Xinhong Network Technology Co., Ltd. Shenzhen Xiao-i Robot Technology Co., Ltd., Shanghai Xiangyin Enterprise Management Partnership (Limited Partnership), Shanghai Feirong Enterprise Management Partnership (Limited Partnership) and Beijing Zhihong Network Technology Co., Ltd.;

 

“BVI Subsidiary” means AI PLUS HOLDING LIMITED, a company incorporated under the laws of British Virgin Islands, which is directly and wholly owned by the Company;

 

“HK Subsidiary” means Xiao-i Technology Limited, a company incorporated under the laws of Hong Kong, which is directly and wholly owned by the BVI Subsidiary;

 

“Material Adverse Effect” means a material adverse effect on the general affairs, management, condition (financial or otherwise), business, properties, results of operations, shareholders’ equity or business prospects of the Company or, taken as a whole, the Group Companies;

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

“PRC Laws” means any and all laws, regulations, statues, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof;

 

“SAFE” means State Administration for Foreign Exchange;

 

Transaction Documents” shall have the meaning set forth above in this Opinion;

 

“WFOE” means Zhizhen Artificial Intelligence Technology (Shanghai) Co., Ltd.;

 

“Shanghai Xiao-i” means Shanghai Xiao-i Robot Technology Co., Ltd.; and

 

“VIE Agreements” means the agreements listed in Schedule II hereto.

 

Capitalized terms used herein but not otherwise defined shall have the same meanings as specified in the Transaction Documents.

 

Based on the foregoing and subject to the qualifications set out below, we are of the opinion:

 

1.

Each PRC Entity has been duly incorporated and is validly existing as a company with limited liability and has full legal person status under the PRC Laws and its business license is in full force and effect. The registered capital of each PRC Entity has been paid in accordance with the relevant PRC Laws, the Governmental Authorizations and its respective articles of association. Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, all of the equity interests in each of the PRC Entities are legally owned by their respective shareholders in the percentages as set out in Schedule I hereto after the name of such PRC Entity, and to the best of our knowledge after due and reasonable inquiries are free and clear of all liens, encumbrances, security interests, mortgages, pledges, equities or claims or any third-party rights except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement.

 

2.

Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, all Governmental Authorizations that are required under the PRC Laws for the ownership interest of the equity interests in the PRC Entities by their respective shareholders in the percentages as set out in Schedule I hereto after the name of such PRC Entity, have been duly obtained and are in full force and effect as of the date of this Opinion. Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, there are no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, nor any agreements or other obligations to issue or other rights to convert any obligation into, any equity interest in any of the PRC Entities. Except for Guizhou Xiao-i Robot Technology Co., Ltd. and Shanghai Xiao-i have not registered their actual operating address that may be deemed to be not in compliance with relevant PRC Laws, the articles of association and business license of each of the PRC Entities comply with the requirements of applicable PRC Laws and are in full force and effect.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

3.

Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, each of the PRC Entities has full corporate right, power and authority and has obtained all necessary Governmental Authorizations of and from, and has made all necessary declarations and filings with, all Governmental Authorities to own, lease, license and use its legally owned properties and assets and to conduct its business in the manner presently conducted as described in the F-3, Disclosure Schedule and the Prospectus Supplement except where a lack of any such Governmental Authorization or failure to make any such declaration or filing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the best of our knowledge after due and reasonable inquiries, nothing has come to our attention that causes us to reasonably believe that any Governmental Authority is modifying, suspending or revoking, or not renewing, any such material Governmental Authorizations. Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, each of the PRC Entities conducts its current business in the manner presently conducted and as disclosed in the Prospectus Supplement in accordance with, and is not in violation of, (a) its articles of association, business license or Governmental Authorizations, or (b) any PRC Laws to which it is subject or by which it is bound, except such breach or violations as would not cause a Material Adverse Effect.

 

4.

The PRC Entities as set forth in the F-3, Disclosure Schedule and the Prospectus Supplement comply with, and immediately after the Offering will comply with, PRC Laws. To the best of our knowledge after due and reasonable inquiries, no consent, approval or license other than those already obtained is required under the PRC Laws for the establishment of such corporate structures, except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement.

 

5.

To the best of our knowledge after due and reasonable inquiries and except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, each of PRC Entities owns or possesses valid licenses in full force and effect or otherwise has the legal right to use, or can acquire on reasonable terms, all Intellectual Property Rights that are material to the operation of any PRC Entities and are as currently used or as currently contemplated to be used by the PRC Entities, in each case, as described in the F-3, Disclosure Schedule and the Prospectus Supplement. To the best of our knowledge after due and reasonable inquiries, the agreements governed by PRC Laws under which the PRC Entities license their respective material Intellectual Property Rights to or from third parties are valid, legally binding and enforceable, and provide the PRC Entities, as the case may be, full right to use or possess such Intellectual Property Rights in the operation of their businesses as currently operated or as contemplated to be operated as described in the F-3, Disclosure Schedule and the Prospectus Supplement. To the best of our knowledge after due and reasonable inquiries, there are no material disputes pending arising from or in connection with any such license agreements.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

6.

Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, none of the PRC Entities (a) is in violation of its articles of association and its business license, (b) to the best of our knowledge after due and reasonable inquiries, is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument and governed by the PRC Laws and to which such PRC Entity is a party or by which it is bound, or (c) is in violation of any applicable PRC Laws or any decree, judgment or order of any court in the PRC, except in the case of (b) and (c) above, for such violations or defaults which would not, individually or in the aggregate, have a Material Adverse Effect.

 

7.

Except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement and as confirmed by the Company, there are no legal, arbitral, administrative or governmental proceedings (with the dispute amount exceeding RMB5,000,000) in progress or pending in the PRC, to which any of the Group Companies is a party or of which any property of any of the Group Companies is the subject which, if determined adversely to such Group Companies, would individually or in the aggregate have a Material Adverse Effect.

 

8.

On December 28, 2021, the CAC and other ministries and commissions jointly promulgated the Measures, which came into effect on February 15, 2022. Pursuant to the Measures, if any of the following circumstance exists, the operators shall apply with the CAC for cybersecurity review: (i) the operators possess over one million individuals’ personal information and seek to list overseas; (ii) the operators are deemed as critical information infrastructure and intend to purchase internet products and services that will or may affect national security, and (iii) the operators carry out any data processing activities which has affected or may affect national security. On August 25, 2022, Shanghai Xiao-i received a written notice from the Cybersecurity Review Office, pursuant to which cybersecurity review is not required for the Offering. Based on the telephone consultation with the Center on March 6, 2024, cybersecurity review is not required for any post-listing follow-on offering. Based on the above, cybersecurity review is also not required for this Offering.

 

9.

On July 7, 2022, CAC promulgated Measures for the Security Assessment of Outbound Data Transfers, which became effective on September 1, 2022 and provide that a data processor is required to apply for security assessment for cross-border data transfer in any of the following circumstances: (i) where a data processor provides critical data to offshore entities and individuals; (ii) where a critical information infrastructure operator or a data processor which processes personal information of more than one million individuals provides personal information to offshore entities and individuals; (iii) where a data processor has provided personal information in the aggregate of more than 100,000 individuals or sensitive personal information of more than 10,000 individuals in total to offshore entities and individuals since January 1 of the previous year; or (iv) other circumstances prescribed by the CAC for which declaration for security assessment for cross-board transfer of data is required. As of the date hereof, as confirmed by the Company, none of the PRC Entities has any of the aforesaid circumstances and the PRC Entities are not required by the CAC to go through the security assessment for cross-border data transfer.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

10.

Most of Company’s shareholders have completed Circular 37 Registration and are in compliance. All Company’s significant shareholders, directors and officers who are the Company’s shareholders, have completed Circular 37 Registration. Except as disclosed in the Disclosure Package and the Prospectus Supplement and to the best of our knowledge after due and reasonable inquiries, the Company has taken all necessary steps to ensure compliance by all of the Company’s direct or indirect shareholders who are deemed as PRC resident individuals and confirmed by the Company with Circular 37 in connection with such PRC resident individuals’ direct or indirect offshore round-trip investment activities, including without limitation, requiring each such shareholder to complete registration and other procedures required under Circular 37.

 

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”), and the State Administration of Foreign Exchange, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which became effective on September 8, 2006 and were amended on June 22, 2009. The M&A Rules purport, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic enterprises and controlled by PRC enterprises or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, pursuant to the M&A Rules and other PRC Laws, the CSRC, on its official website, promulgated relevant guidance with respect to the issues of listing and trading of domestic enterprises’ securities on overseas stock exchanges (the “CSRC Procedure”), including a list of application materials with respect to the listing on overseas stock exchanges by SPVs.

 

The CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five relevant guidelines on February 17, 2023, which will become effective on March 31, 2023. The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing by PRC domestic company by adopting a filing-based regulatory regime. Under the Overseas Listing Trial Measures, any post-listing follow-on offering by an issuer in an overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering. Therefore, the Company is required to go through filing procedures with the CSRC after the completion of this Offering and for their future offerings and listing of its securities in an overseas market under the Overseas Listing Measures.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

11.

As a matter of PRC Laws, as confirmed by the Company, the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Transaction Documents and the due consummation of the transactions contemplated therein, including the deposit of the Ordinary Shares with the Depositary against the issuance of ADSs and the issuance and sale of the Notes, the ADSs and the Ordinary Shares, do not and will not, (a) to the best of our knowledge after due and reasonable inquiries, conflict with or result in a breach or violation of any of the terms any of the PRC Entities is bound or to which any of the properties or assets of the PRC Entities is subject, (b) result in any violation of any provisions of the articles of association, business license or any other organizational documents of any of the PRC Entities, (c) result in any violation of any provision of PRC Laws, or (d) result in a violation of any order, decree, judgment, ruling or regulation of any governmental or regulatory agency or any court in the PRC, except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement.

 

12.

No Governmental Authorization from by any Governmental Authority in the PRC is required with respect to (a) the issuance and sale of the Notes and the ADSs under the Securities Purchase Agreement and the Deposit Agreement, (b) the deposit of the Ordinary Shares with the Depositary against the issuance of the ADSs, (c) the due consummation by the Company of the transactions contemplated by the Transaction Documents, as applicable, except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement.

 

13.

To the best of our knowledge after due and reasonable inquiries and as confirmed by the Company, no action or any other steps have been taken nor have any steps been taken or legal or administrative proceedings been commenced for the winding up, dissolution, bankruptcy or liquidation, the appointment of a liquidation committee or similar officers in respect of the assets, or for the suspension, withdrawal, revocation or cancellation of the business licenses of any PRC Entity in the PRC.

 

14.

To the best of our knowledge after due and reasonable inquiries and as confirmed by the Company, (a) none of the PRC Entities owns any real property nor has any easements, licenses, or rights of way to real property; (b) except as disclosed in the F-3, Disclosure Schedule and the Prospectus Supplement, each of the lease agreements to which any of the PRC Entities is a party is duly executed by and legally binding and enforceable in accordance with their respective terms under PRC Laws and the leasehold interests of the relevant PRC Entity are protected by such lease agreements for usage, except for three leasing agreements for the leased premises listed in Schedule III have not been registered with the competent governmental authority; and (c) none of the PRC Entities owns, operates, manages or has any other right or interest in any other material real property of any kind, except as disclosed in the F-3, the Disclosure Schedule and the Prospectus Supplement and Schedule III hereto.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

15.

Except as disclosed in the F-3, the Disclosure Schedule and the Prospectus Supplement, to the best of our knowledge after due and reasonable inquiries and as confirmed by the Company, (a) none of the PRC Entities is subject to any suits, arbitrations or otherwise like in relation to infringing, misappropriating or violating any Intellectual Property Right of any third party in the PRC, except for patent litigation between Shanghai Xiao-i and Apple Inc., and (b) no Intellectual Property Right of any PRC Entity is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Intellectual Property Right in the PRC that would impair the validity or enforceability of such Intellectual Property Right, except for Shanghai Xiao-i pledged 48 patents for bank loan, nor has any of the PRC Entities received any notice of any claim of infringement or conflict with any such rights of others, except in the case of (a) and (b) above, for such violations, infringement or conflict which would not, individually or in the aggregate, have a Material Adverse Effect.

 

16.

Except as disclosed in the F-3, the Disclosure Schedule and the Prospectus Supplement, (a) none of the PRC Entities is currently prohibited from paying any dividends on their equity interests subject to the restriction under VIE Agreements and (b) all dividends and other distributions declared and payable upon the interests in the WFOE in accordance with its articles of associations and PRC Laws in Renminbi, after full payment of all the applicable taxes and full allocation of statutory reserve fund under the PRC Laws, may be converted into foreign currency and transferred out of the PRC, provided that the remittance of such dividends and other distributions out of the PRC is subject to complying with the procedures required by the relevant PRC Laws relating to foreign exchange. Subject to the full compliance with all the applicable PRC Laws and the required procedures in the PRC, we are not aware that there are obstacles under the PRC Laws which prevent the WFOE from obtaining all the Governmental Authorizations required for such remittance in due course.

 

17.

Other than the potential withholding of PRC taxes on holders of the Notes or the ADSs who are non-residents of the PRC in respect of (a) any payments, dividends or other distributions made on the ADSs or (b) gains made on sales of the Notes or ADSs between non-residents of the PRC consummated outside the PRC, and except as disclosed in the F-3, the Disclosure Schedule and the Prospectus Supplement, there are no other PRC income tax or other PRC taxes applicable to such Notes or ADS holders unless the holder thereof is subject to such taxes in respect of the Notes or ADSs by reason of being connected with the PRC other than by reason only of the holding of the Notes or ADSs or receiving payments in connection therewith as described in the F-3, the Disclosure Schedule and the Prospectus Supplement.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

18.

As of the date hereof, as confirmed by the Company, no labor dispute, work stoppage, slow down or other conflict with the employees (with the dispute amount exceeding RMB5,000,000) of any of the PRC Entities exists and there is no action, suit, proceeding, inquiry or investigation before or brought by any court or Governmental Authorities against any of the PRC Entities on labor or employment matters is the subject which, if determined adversely to such PRC Entity, would have a Material Adverse Effect.

 

19.

The statements set forth in the F-3, and the Prospectus Supplement on the cover page and under the captions “Risk Factors”, ““Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters”, to the extent that they constitute matters of PRC Laws, are correct and accurate in all material respects and fairly disclose or summarize the PRC legal matters or proceedings contained therein, and such statements do not contain an untrue statement of a material fact, and do not omit to state any material fact necessary to make the statements, in light of the circumstances under which they are made, not misleading.

 

20.

The application of the net proceeds to be received by the Company from the Offering as described in and contemplated by the F-3, the Disclosure Schedule and the Prospectus Supplement does not and will not contravene any provision of applicable PRC Laws, or the articles of association and the business license of any of the PRC Entities or any judgment, order or decree of any Governmental Authorities in the PRC.

 

21.

There is uncertainty as to whether the PRC courts would (i) recognize or enforce judgments of United States courts or Delaware courts or New York obtained against the Company or its directors or officers predicated upon the civil liability provisions of the securities laws of the United States or Delaware, or New York, or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against the Company or its directors or officers predicated upon the securities laws of the United States or Delaware, New York, or any state in the United States. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC Laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

22.

As a matter of PRC Laws, in order to support the legality, validity, enforceability or admissibility in evidence of the Transaction Documents in the PRC courts, it is not necessary that any such document be filed or recorded with any court or other authority in the PRC or that any stamp duty be paid on or in respect of any such document, provided that such document is not executed in the PRC and that the parties of such Transaction Documents would not be considered as a PRC resident enterprise or individuals.

 

23.

As confirmed by the Company, each of the PRC Entities has duly registered with the relevant PRC tax bureaus having jurisdiction over such PRC Entities, and each of the PRC Entities has not received notice of any tax penalty or tax in arrears from any competent tax authority in the PRC for the past two years except for such tax penalty or tax in arrears that would not reasonably be expected to have, individually or in aggregate, a Material Adverse Effect.

 

24.

Except as disclosed in the F-3, the Disclosure Schedule and the Prospectus Supplement, no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Company, any of the PRC Entities, the Placement Agent or the Depositary to the PRC government or any political subdivision or taxing authority thereof or therein in connection with (a) the creation, issuance, sale and delivery of the Notes, the ADSs and the Ordinary Shares, (b) the deposit with the Depositary of the Ordinary Shares by the Company pursuant to the Deposit Agreement against the issuance of ADSs, (c) the sale and delivery by the Company of the Notes, the ADSs and the Shares to or for the respective accounts of the Placement Agents, (d) the execution, delivery and performance of the PAA and the Deposit Agreement by the Company or (e) the sale and delivery outside the PRC by the Placement Agents of the ADSs to the initial purchasers thereof in the manner contemplated in the F-3, the Disclosure Schedule and the Prospectus Supplement.

 

25.

As a matter of the PRC Laws, no holder of the Notes or ADSs of the Company will be subject to the liability of any of the PRC Entities, and no holder of the Notes or ADSs of the Company who is not a PRC resident under the PRC Laws after the completion of the Offering will be subject to a requirement to be licensed or otherwise qualified to do business or be deemed domiciled or resident in the PRC, by virtue only of holding such Notes or ADSs. There are no limitations under the PRC Laws on the rights of holders of the Notes or ADSs who are not PRC residents to hold, vote or transfer their securities nor are there any statutory pre-emptive rights or transfer restrictions applicable to the Notes or ADSs.

 

26.

The entry into, and performance or enforcement of the PAA or the Deposit Agreement in accordance with its respective terms will not subject any of the Placement Agent or the Depositary to any requirement to be licensed or otherwise qualified to do business in the PRC, nor will any Placement Agent or the Depositary be deemed to be resident, domiciled, carrying on business through an establishment or place in the PRC or in breach of any PRC Laws by reason of entry into, performance or enforcement of the PAA or the Deposit Agreement, so long as such performance and enforcement are carried out outside PRC.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

27.

Under the PRC Laws, none of the PRC Entities, or any of their respective properties, assets or revenues, is entitled to any right of immunity on the grounds of sovereignty or otherwise from any legal action, suit or proceeding, set off or counterclaim, from the jurisdiction of any court in the PRC, from service of process, from attachment prior to or in aid of execution of judgment, or from other PRC legal process or proceeding for the granting of any relief or the enforcement of any judgment of a PRC court.

 

28.

As a matter of PRC Laws, the Depositary will not be subject to any potential liability under PRC Laws for taking any due action contemplated in the Deposit Agreement.

 

29.

Although we have not examined and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the F-3 and the Prospectus Supplement, except as otherwise stated in our opinions set forth herein, nothing has come to our attention that has caused us to believe that insofar as the PRC Laws or PRC legal matters are concerned, (a) the F-3 and the Prospectus Supplement (other than the financial statements and related notes therein, as to which we express no opinion), as of their respective effective date or as of the closing date of the Offering, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (b) the F-3, the Disclosure Schedule and the Prospectus Supplement (other than the financial statements and related notes therein, as to which we express no opinion), as of the closing date of the Offering, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

 

This Opinion is subject to the following qualifications:

 

(a)

This Opinion is rendered only with respect to the PRC Laws and we have made no investigations in any other jurisdiction and no opinion is expressed or implied as to the laws of any other jurisdiction. PRC Laws as used in this Opinion refers to PRC Laws publicly available and currently in force as of the date of this Opinion and there is no guarantee that any of such PRC Laws will not be changed, amended or revoked in the immediate future or in the longer term with or without retroactive effect.

 

(b)

This Opinion is subject to the discretion of any competent Governmental Authorities in exercising their authority in the PRC in connection with the interpretation, implementation and application of relevant PRC Laws.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

(c)

This Opinion is, in so far as it relates to the validity, effectiveness and enforceability, subject to (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally; (ii) possible judicial or administrative actions or any laws affecting creditors’ rights generally; (iii) certain equitable, legal or statutory principles affecting the enforceability of contractual rights generally under concepts of public interest, state interest, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, unlawful, fraudulent, coercionary at the conclusions thereof; and (v) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, the waiver of immunity from jurisdiction of any court or from legal process.

 

(d)

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 and transactions are subject to the discretion of competent PRC legislative, administrative and judicial authorities.

 

The foregoing Opinions are strictly limited to matters of the PRC Laws. We assume no responsibility to advise you of facts, circumstances, events or developments that may be brought to our attention in the future and that may alter, affect or modify the Opinions expressed herein. We have not investigated, and we do not express or imply any Opinion whatsoever with respect to the laws of any other jurisdiction, and we have assumed that no such other laws would affect the Opinions stated herein.

 

This Opinion is intended to be used in the context which is specifically referred to herein, and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.

 

We are not permitted to address this Opinion to the Buyer or the Placement Agents in the Offering, this Opinion is addressed to the Company instead. It shall not be relied upon by anyone else in connection with this Offering or used for any other purpose, in each instance, without our prior written consent, we assume no liability to any third party other than the Company. In addition, without our prior written consent, this Opinion shall not be disclosed to any third parties who are not involved in this Offering. We consent to the Company to release a copy of this Opinion to the Buyer.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

Yours Sincerely,

 

Jingtian & Gongcheng

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

Schedule I List of PRC Entities¹

 

No.		Name		Shareholders ( % of Equity Interests)
1.		Shanghai Xiao-i		Shanghai Rongzhi Industry Co., Ltd.(51.7068%); Ani Li(9.5848%); Hui Yuan(9.3057%); Pinpin Zhu(7.5446%); Zhejiang Geely Holding Group Co., Ltd.(6.5327%); Qingdao Light Control Low Carbon New Energy Equity Investment Limited(4.4788%); Shanghai Aoshu Enterprise Management Partnership (Limited Partnership)(3.2849%); Tongding Interconnection Information Co., Ltd.(2.8610%); Shanghai Zhaoyang Enterprise Management Partnership (Limited Partnership)(2.5319%); Zhang Chuan(1.6783%); Jinfang Han(0.1062%); Lihua Ma(0.0904%); Yue Xu(0.0897%); Xiaofen Li(0.0708%); Jinfeng Li(0.0452%); Lian Jin(0.0400%); Xinlong Shi(0.0347%); Caoyin Zhang(0.0133%)
2.		Guizhou Xiao-i Robot Technology Co., Ltd.		Shanghai Xiao-i(70.00%); Guizhou Aoshu Enterprise Management Partnership (Limited Partnership)(30.00%)
3.		Nanjing Xiao-i Zhizhen Network Technology Co., Ltd.		Shanghai Xiao-i(100.00%)
4.		Shanghai Ruijia Network Technology Co., Ltd.		Shanghai Ruixiang Investment Management Co., Ltd.(100.00%)

 

1

For the avoidance of doubt, the criteria for the delineation of PRC Entities hereunder: PRC Entities in which the absolute value of any one of the following items, namely, total assets, net assets, revenues, and profit/(loss) before tax, accounted for more than 5% of the consolidated figures of all subsidiaries within the consolidated scope of the Company in FY2022 and FY2023, or PRC Entities of the Company that hold a significant license for its business.

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

  

 

Schedule II List of VIE Agreements

 

No.		VIE Agreements		Signing Parties		Date
1.		Exclusive Business Service Agreement		The WFOE and Shanghai Xiao-i		March 29, 2019
2.		Power of Attorney		The WFOE, Shanghai Xiao-i and the shareholders of Shanghai Xiao-i		March 29, 2019
3.		Exclusive Call Option Agreement		The WFOE, Shanghai Xiao-i and the shareholders of Shanghai Xiao-i		March 29, 2019
4.		Equity Interest Pledge Agreement		Shanghai Xiao-i, the shareholders of Shanghai Xiao-i as pledgor, and the WFOE as pledgee		March 29, 2019
5.		Spousal Consent Letter		The spouse of all individuals of the shareholders of Shanghai Xiao-i		March 29, 2019
6.		Power of Attorney		The WFOE, Shanghai Xiao-i and Shanghai Rongzhi Industry Co., Ltd.		January 24, 2024
7.		Exclusive Business Service Agreement		The WFOE, Shanghai Xiao-i and Shanghai Rongzhi Industry Co., Ltd.		January 24, 2024
8.		Equity Interest Pledge Agreement		Shanghai Xiao-i, Shanghai Rongzhi Industry Co., Ltd. as pledgor, and the WFOE as pledgee		January 24, 2024

  

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

 

 

Schedule III List of Leased Properties

 

 

 

北京 ● 上海 ● 深圳 ● 成都 ● 天津 ● 南京 ● 杭州 ● 广州 ● 三亚 ● 香港

Beijing ● Shanghai ● Shenzhen ● Chengdu ● Tianjin ● Nanjing ● Hangzhou ● Guangzhou ● Sanya ● Hong Kong

  

 

18

 

Exhibit 99.1

 

XIAO-I CORPORATION Announces Closing of $3,260,870 Senior Convertible Notes Offering

 

SHANGHAI, China, June 17, 2024 – Xiao-I Corporation (“Xiao-I” or the “Company”) (NASDAQ: AIXI) announced today the closing of its previously disclosed Senior Convertible Notes Offering (the “Notes”) with an institutional investor (the “Investor”) to purchase an aggregate principal amount of $3,260,869.57 Notes with an 8% Original Issue Discount, convertible into the Company’s ordinary shares (“Conversion Shares”) in the form of American Depositary Shares (“Conversion ADSs”), and its concurrently offering of an additional 1,000,002 ADS (the “Pre-Delivery ADSs”), at par, representing 333,334 of its ordinary shares (the “Pre-Delivery Shares”), to the Investor, for gross proceeds of $2,994,945. Each ADS represents one third of an ordinary share.

 

After deducting the placement agent’s commission and other offering expenses payable by the Company, the net proceeds to the Company were approximately $2,496,945. The Company intends to use the net proceeds for working capital and general corporate purposes.

 

FT Global Capital Inc. acted as the exclusive placement agent in connection with this offering.

 

The Notes, Conversion ADSs and Pre-Delivery ADSs were sold through a prospectus supplement pursuant to the Company’s effective shelf registration statement on Form F-3, as amended (SEC File No. 333-279306) and the base prospectus therein. Such prospectus supplement and accompanying prospectus relating to and describing the terms of this offering were filed with the SEC on June 17, 2024. When available, copies of such prospectus supplement and accompanying prospectus may be obtained at the SEC’s website www.sec.gov or by contacting FT Global Capital Inc., 1688 Meridian Avenue Suite 700, Miami Beach, FL 33139 USA.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Xiao-I Corporation

 

Xiao-I Corporation is a leading cognitive intelligence enterprise in China that offers a diverse range of business solutions and services in artificial intelligence, covering natural language processing, voice and image recognition, machine learning, and affective computing. Since its inception in 2001, the Company has developed an extensive portfolio of cognitive intelligence technologies that are highly suitable and have been applied to a wide variety of business cases. Xiao-I powers its cognitive intelligence products and services with its cutting-edge, proprietary AI technologies to enable and promote industrial digitization, intelligent upgrading, and transformation. For more information, please visit: www.xiaoi.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s ability to achieve its goals and strategies, the Company’s future business development and plans for future business development, including its financial conditions and results of operations, product and service demand and acceptance, reputation and brand, the impact of competition and pricing, changes in technology, government regulations, fluctuations in general economic and business conditions in China, and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, including under the section entitled “Risk Factors” in its annual report on Form 20-F filed with the SEC on April 30, 2024, as well as its current reports on Form 6-K and other filings, all of which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For investor and media inquiries, please contact:

 

Ms. Berry Xia

Email: ir@xiaoi.com

 

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