IZM ICZOOM Group Inc

Exhibit 5.1 

 

 

Draft Form

Subject to review by opinions committee

 

ICZOOM Group Inc.		D +852 3656 6054/ +852 3656 6061
		E nathan.powell@ogier.com/ florence.chan@ogier.com
		Reference: FYC/ACG/180023.00003

 

[Date]

 

Dear Sirs

 

ICZOOM Group Inc. (the Company)

 

We have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), as filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended to date (the Act). The Registration Statement relates to the offering by the Company (the Offering) on a “best-efforts” basis of [●] units of the Company (the Units, each a Unit), where each Unit consists of one (1) Class A Ordinary Shares (as defined below) of par value of US$0.16 each and one (1) warrant to purchase [●] Class A Ordinary Shares exercisable immediately after the date of issuance and which will expire [●] years after the issuance date (the Public Warrants, each a Public Warrant).

 

In addition, the Company will also be issuing warrants (the Placement Agent Warrants) to FT Global Capital, Inc., the exclusive placement agent in connection with the Offering (the Placement Agent), to purchase such number of Class A Ordinary Shares up to five percent (5%) of the Class A Ordinary Shares sold in the Offering (the Placement Agent Warrant Shares) pursuant to the Placement Agent Agreement (as defined below).

 

The Units (including the Class A Ordinary Shares and Public Warrants comprised therein), the Placement Agent Warrants and the underlying Class A Ordinary Shares issuable upon the exercise of the Public Warrants and Placement Agent Warrants shall be collectively referred to as the Offering Securities.

 

We are furnishing this opinion as Exhibit 5.1 and Exhibit 8.3 to the Registration Statement.

 

Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.

 

Ogier   Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws   Floor 11 Central Tower 28 Queen’s Road Central Central Hong Kong   T +852 3656 6000 F +852 3656 6001 ogier.com

Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Justin Davis

Florence Chan* Lin Han** Cecilia Li** Rachel Huang** Richard Bennett**‡ James Bergstrom‡ Marcus Leese‡

*   admitted in New Zealand ** admitted in England and Wales ‡    not ordinarily resident in Hong Kong

 

 

Page 2 of 6

 

1	Documents examined

 

For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents):

 

(a)

the certificate of incorporation of the Company dated 18 June 2015 and a certificate of incorporation on change of name dated 3 May 2018 issued by the Registrar of Companies of the Cayman Islands (the Registrar);

 

(b)

the third amended and restated memorandum and articles of association of the Company adopted by the special resolutions passed on 8 August 2022 (the Memorandum and Articles);

 

(c)

a certificate of good standing dated 6 February 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company;

 

(d)

a copy of the register of directors and officers of the Company as provided to us on 20 October 2023 (the ROD);

 

(e)

a copy of the listed shareholder list of the Company as provided to us on [date] (the ROM, and together with the ROD, the Registers);

 

(f)

a draft copy of the placement agent agreement to be entered between the Company and FT Global Capital, Inc. (the Placement Agent Agreement) as exhibited to the Registration Statement;

 

(g)

a draft form of the Placement Agent Warrant to be issued by the Company as exhibited to the Registration Statement;

 

(h)

a draft form of the securities purchase agreement to be entered into between the Company and each investor in connection with the Offering as exhibited to the Registration Statement;

 

(i)

a draft form of the Public Warrant to be issued by the Company as exhibited to the Registration Statement;

 

(j)

a certificate from a director of the Company dated [date] as to certain matters of facts (the Director’s Certificate);

 

(k)

a copy of the written resolutions of the directors of the Company dated [date] (the Board Resolutions); and

 

(l)

the Registration Statement.

 

2

Assumptions

 

In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:

 

(a)

all original documents examined by us are authentic and complete;

 

 

Page 3 of 6

 

(b)

all copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete;

 

(c)

all signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine;

 

(d)

each of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate and complete as at the date of this opinion;

 

(e)

the Memorandum and Articles provided to us are in full force and effect and have not been amended, varied, supplemented or revoked in any respect;

 

(f)

all copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated;

 

(g)

the Board Resolution remains in full force and effect and have not been, and will not be, rescinded or amended, and each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving the Offering and the transactions set out in the Board Resolutions and no director has a financial interest in or other relationship to a party of the transactions contemplated by the Offering and the Board Resolutions which has not been properly disclosed in the Board Resolutions;

 

(h)

neither the directors and shareholders of the Company have taken or will take any steps to wind up the Company or to appoint a liquidator or restructuring officer of the Company, and no receiver has been or will be appointed over any of the Company's property or assets;

 

(i)

upon the issue of any Class A Ordinary Shares, whether as a principal issue or on the conversion, exchange or exercise of the securities in connection with the Offering, the Company will receive consideration for the full issue price which shall be equal to at least the par value thereof;

 

(j)

the Company will duly execute and delivery the Placement Agent Agreement in the draft form provided for us for review in accordance with the Board Resolutions;

 

(k)

no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Unit and none of the Units have been offered or issued to residents of the Cayman Islands;

 

(l)

the capacity, power and authority of all parties other than the Company to enter into and perform their obligations under and all documents entered into by such parties in connection with the issuance of the Units and the Placement Agent Warrants, and the due execution and delivery thereof by each party thereto;

 

 

Page 4 of 6

 

(m)

the Company is, and after the issuance (where applicable) of the Offering Securities, able to pay its liabilities as they fall due; and

 

(n)

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.

 

3

Opinions

 

On the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph 4 below, we are of the opinion that:

 

Corporate status

 

(a)

The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar under the laws of the Cayman Islands.

 

Authorised Share capital

 

(b)

The authorised share capital of the Company is US$5,600,000 divided into 30,000,000 Class A ordinary shares of a par value of US$0.16 each (the Class A Ordinary Shares) and 5,000,000 Class B ordinary shares of a par value of US$0.16 each (the Class B Ordinary Shares).

 

Valid Issuance of Class A Ordinary Shares and Placement Agent Warrant Shares

 

(c)

The Class A Ordinary Shares included in the Units to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue and when:

 

(i)

issued by the Company against payment in full of the consideration thereof in accordance with the terms set out in the Registration Statement, the terms set out in the Placement Agent Agreement referred to within the Registration Statement and the Company’s then effective memorandum and articles of association; and

 

(ii)

such issuance of Class A Ordinary Shares have been duly registered in the Company’s register of members as fully paid shares,

 

will be validly issued, fully paid and non-assessable.

 

(d)

The Class A Ordinary Shares issuable pursuant to the Public Warrants (the Underlying Shares), when the Public Warrants are exercisable under the terms of the applicable definitive agreement approved by the Board as referred to within the Registration Statement have been duly reserved and authorised for issue and when:

 

(i)

issued by the Company upon due exercise of the Public Warrants in accordance with the terms of the applicable definitive agreement, as referred to in the Registration Statement and in accordance with the Company’s then effective memorandum and articles of association; and

 

(ii)

such issuance of Class A Ordinary Shares have been duly registered in the Company’s register of members as fully paid shares,

 

will be, subject to payment of the exercise price therefor under the terms of the applicable agreement, validly issued, fully paid and non-assessable.

 

 

Page 5 of 6

 

(e)

The Placement Agent Warrant Shares which are to be issued pursuant to the Placement Agent Warrants, when the Placement Agent Warrants are exercisable under the terms of the Placement Agent Agreement, have been duly reserved and authorised for issue and when:

 

(i)

issued by the Company upon due exercise of the Placement Agent Warrants in accordance with the terms of the Placement Agent Agreement and in accordance with the Company’s then effective memorandum and articles of association; and

 

(ii)

such issuance of the Placement Agent Warrant Shares has been duly registered in the Company’s register of members as fully paid shares,

 

the Placement Agent Warrant Shares will be subject to payment of the exercise price therefor under the terms of the Placement Agent Warrants, validly issued, fully paid and non-assessable.

 

Registration Statement - Taxation

 

(f)

The statements contained in the Registration Statement in the section headed “Cayman Islands Taxation”, in so far as they purport to summarise the laws or regulations of the Cayman Islands, are accurate in all material respects and that such statements constitute our opinion.

 

4

Limitations and Qualifications

 

4.1

We offer no opinion:

 

(a)

as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands;

 

(b)

except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the Registration Statement, the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the Registration Statement and any other agreements into which the Company may have entered or any other documents; or

 

(c)

as to whether the acceptance, execution or performance of the Company’s obligations under the Registration Statement or the applicable definitive agreement will result in the breach of or infringe any other agreement, deed or document (other than the Company’s Memorandum and Articles) entered into by or binding on the Company.

 

4.2

Under the Companies Act (Revised) (the Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.

 

 

Page 6 of 6

 

4.3

In good standing means only that as of the date of this opinion the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act.

 

5

Governing law of this opinion

 

5.1

This opinion is:

 

(a)

governed by, and shall be construed in accordance with, the laws of the Cayman Islands;

 

(b)

limited to the matters expressly stated in it; and

 

(c)

confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion.

 

5.2

Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion.

 

6

Reliance

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” of the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

 

This opinion may be used only in connection with the offer and sale of the Offering Securities while the Registration Statement is effective.

 

Yours faithfully

 

Ogier

 

 

 

Exhibit 5.2

 

Chrysler East Building 666 Third Avenue, 20th floor New York, NY 10017

[__], 2024

 

ICZOOM Group Inc.

Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road

Futian District, Shenzhen

Guangdong, China, 518000

 

Ladies and Gentlemen:

 

We have been engaged as U.S. securities counsel by ICZOOM Group Inc., a Cayman Islands company (the “Company”), in connection with the Registration Statement on Form F-1  (as amended, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of (i) up to [__] units (the “Units”), each consisting of (a) one Class A ordinary share of the Company, par value $0.16 per share (each a “Class A Ordinary Share” and collectively, the “Class A Ordinary Shares”), and (b) one warrant to purchase [__] Class A Ordinary Share(s) at an exercise price equal to $[__] per share (each an “Investor Warrant” and collectively, the “Investor Warrants”), (ii) up to [__] Class A Ordinary Shares issuable upon the exercise of the Investor Warrants, (iii) warrants to purchase up to 5% of the aggregate number of Class A Ordinary Shares underlying the Units at an exercise price equal to $[__] per share (each a “Placement Agent Warrant” and collectively, the “Placement Agent Warrant”) issuable to FT Global Capital (“FT Global”), and (iv) up to [__] Class A Ordinary Shares issuable upon the exercise of the Placement Agent Warrants. The Units are to be sold by the Company pursuant to the form of Placement Agent Agreement by and between the Company and FT Global filed as Exhibit [10.16] to the Registration Statement (the “Placement Agent Agreement”) and the form of Securities Purchase Agreement by and between the Company and the purchasers named therein filed as Exhibit [10.17] to the Registration Statement (the “Securities Purchase Agreement”). The Placement Agent Warrants are to be issued by the Company to FT Global pursuant to the Placement Agent Agreement.

 

This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to matters as to U.S. federal laws and the laws of the State of New York as set forth below. This opinion does not cover the authorization and valid issuance or execution and delivery of the Class A Ordinary Shares included in the Units or issuable upon the exercise of the Investor Warrants or the Placement Agent Warrants under Cayman Islands law, which are the subject of opinion of other counsel. For purposes of rendering this opinion, we have examined: (i) the Registration Statement; (ii) the most recent prospectus included in the Registration Statement on file with the Commission as of the date of this opinion letter; (iii) the Placement Agent Agreement, the form of Placement Agent Warrant filed as Exhibit [4.3] to the Registration Statement, the Securities Purchase Agreement, and the form of Investor Warrant filed as Exhibit [4.4] to the Registration Statement; and (iv) the records of corporate actions of the Company relating to the Registration Statement, the Placement Agent Agreement, the Placement Agent Warrants, the Securities Purchase Agreement and the Investor Warrants and matters in connection therewith. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.

 

 

For purposes of this opinion letter, we have made the assumptions that are customary in opinion letters of this kind, including without limitation: (i) that each document submitted to or reviewed by us is accurate and complete; (ii) that each such document that is an original is authentic and each such document that is a copy conforms to an authentic original; (iii) that all signatures on each such document are genuine; (iv) the legal capacity of all natural persons; (v) that there are no documents or agreements by or among any of the parties thereto, other than those referenced in this opinion letter, that could affect the opinion expressed herein and no undisclosed modifications, waivers or amendments (whether written or oral) to any of the documents reviewed by us in connection with this opinion letter; and (vi) that all parties have complied with all state and federal statutes, rules and regulations applicable to them relating to the transactions contemplated by the Placement Agent Agreement, the Securities Purchase Agreement, the Investor Warrants and the Placement Agent Warrants. We have further assumed that the Company does not in the future issue or otherwise make unavailable so many Class A Ordinary Shares that there are insufficient remaining authorized but unissued Class A Ordinary Shares for issuance pursuant to exercise of the Investor Warrants and the Placement Agent Warrants. We have also assumed that all of the Class A Ordinary Shares issuable or eligible for issuance pursuant to exercise of the Investor Warrants and the Placement Agent Warrants following the date hereof will be issued for not less than par value. We have not verified any of the foregoing assumptions.

 

The opinions expressed in this opinion letter are based on the facts in existence and the laws in effect on the date hereof and is limited to (a) the federal laws of the United States of America and (b) the laws of the State of New York that, in either case and based on our experience, are applicable to transactions of the type contemplated by the Placement Agent Agreement, the Securities Purchase Agreement, the Investor Warrants and the Placement Agent Warrants without regard to any agreement or other document referenced in such agreement or document (including agreements or other documents incorporated by reference or attached or annexed thereto), and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Except as expressly set forth in this opinion letter, we are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, insolvency, antitrust, pension, employee benefit, environmental, intellectual property, banking, consumer lending, insurance, labor, health and safety, anti-money laundering, anti-terrorism and state securities laws, or on the rules of any self-regulatory organization, securities exchange, contract market, clearing organization or other platform, vehicle or market for trading, processing, clearing or reporting transactions. We are not opining on any other law or the law of any other jurisdiction, including any foreign jurisdiction or any county, municipality or other political subdivision or local governmental agency or authority.

 

 

Based on the foregoing, and subject to the foregoing and the additional qualifications and other matters set forth below, it is our opinion that when the Registration Statement becomes effective under the Securities Act, that (i) when the Units are duly issued, delivered and paid for, in the manner contemplated by the Registration Statement, [the Placement Agent Agreement and the Securities Purchase Agreement], such Units will be legal, valid and binding obligations of the Company; (ii) when the Units are duly issued, delivered and paid for, in the manner contemplated by the Registration Statement, [the Placement Agent Agreement and the Securities Purchase Agreement], the Investor Warrants included in the Units will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and (iii) when the Placement Agent Warrants are duly issued, delivered and paid for, in the manner contemplated by the Registration Statement and [the Placement Agent Agreement], such Placement Agent Warrants will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except: (a) as such enforceability may be limited by bankruptcy, insolvency, orderly liquidation or resolution, fraudulent transfer and conveyance, preference, reorganization, receivership, conservatorship, moratorium, or similar laws affecting the rights and remedies of creditors generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance and injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing; (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the Registration Statement under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

	Very truly yours,
	[Draft]
	ROBINSON + COLE LLP

 

 

3

 

Exhibit 8.4

 

Date: [Date of the next F-1 filing]

 

ICZOOM GROUP INC.

Room 3801, Building A

Sunhope e·METRO

No. 7018 Cai Tian Road

Futian District, Shenzhen, Guangdong, China, 518000

 

Attn.: the Board of Directors

 

Dear Sir or Madam,

 

Re: Hong Kong Legal Opinion in relation to ICZOOM GROUP INC.

 

We are qualified lawyers of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) and as such are qualified to issue this opinion (this “Opinion”) on the laws and regulations of Hong Kong effective as of the date hereof.

 

We were engaged (the “Engagement”) as Hong Kong counsel to ICZOOM GROUP INC. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, and its subsidiaries established in Hong Kong in connection with the proposed offering (the “Offering”) of units, each of which consists of one Class A ordinary share and one warrant to purchase [*] Class A ordinary share(s), of the Company, by the Company as set forth in the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended) in relation to the Offering.

 

A.

Assumptions

 

In rendering this Opinion, we have assumed without independent investigation that (the “Assumptions”):-

 

(i)

all documents (the “Documents”) submitted to us in relation to the Engagement as originals are authentic, and all documents submitted to us as certified or photostatic copies conform to the originals;

 

(ii)

each of the individual parties to the Documents has full capacity to execute, deliver and perform her/his obligations under such documents to which it is a party in accordance with   the laws that she/he is subject to;

 

(iii)

the Documents remain in full force and effect on the date of this Opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of such Documents after they were submitted to us for the purposes of this Opinion;

 

(iv)

the laws of jurisdictions other than Hong Kong which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with; and

 

(v)

all factual statements made to us by the Company in connection with this Opinion are true, accurate, correct and complete.

 

B.

Opinions

 

Subject to the Assumptions and the Qualifications set forth herein and subject to any matters not disclosed to us, and having regard to such considerations of the laws of Hong Kong in force as at the date of this Opinion as we consider relevant, we are of the Opinion that:-

 

(i)

the statements set forth in the Registration Statement under the captions “Risks Related to Operations in Hong Kong”, “Regulations Related to Our Business Operations in Hong Kong”, “TAXATION—Hong Kong Taxation”, “Enforceability of Civil Liabilities”, “Legal Matters” and “Risks Related to Our Business and Industry—The transfer of funds or assets between ICZOOM Cayman, its Hong Kong subsidiaries and the PRC operating entities is subject to restriction” in each case insofar as such statements purport to describe or summarize the Hong Kong legal matters stated therein as at the date hereof, are true and accurate in all material respects, and fairly present and summarize in all material respects the Hong Kong legal matters stated therein as at the date hereof; and

 

(ii)

the statements set forth in the Registration Statement under the caption “TAXATION—Hong Kong Taxation” constitute our opinion.

 

C.

Qualifications

 

Our Opinion expressed above is subject to the following qualifications (“Qualifications”):-

 

(i)

our Opinion is limited to the laws of Hong Kong of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than Hong Kong. Accordingly, we express or imply no opinion directly or indirectly on the laws of any jurisdiction other than Hong Kong;

 

(ii)

the laws of Hong Kong referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect. Our Opinion is given on the basis that we have no obligation to notify any addressee of this Opinion of any change in Hong Kong laws or its application after the date of this Opinion;

 

(iii)

our Opinion is subject to (a) applicable bankruptcy, insolvency, liquidation, fraudulent transfer, reorganization, moratorium or similar laws in the Hong Kong affecting creditors’ rights generally, and (b) possible judicial or administrative actions or any Hong Kong laws affecting creditors’ rights;

 

(iv)

our Opinion is subject to the effects of (a) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (b) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (c) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or calculation of damages; and (d) the discretion of any competent Hong Kong legislative, administrative or judicial bodies in exercising their authority in Hong Kong;

 

(v)

this Opinion is issued based on our understanding of the laws of Hong Kong that are currently in effect. For matters not explicitly provided under the laws of Hong Kong, the future interpretation, implementation and application of the specific requirements under the laws of Hong Kong are subject to the final discretion of competent Hong Kong legislative, administrative and judicial authorities, and there can be no assurance that the government agencies will not ultimately take a view that is contrary to our Opinion stated above;

 

(vi)

we may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the Company and public searches conducted in Hong Kong;

 

(vii)

this Opinion is intended to be used in the context which is specifically referred to herein. It should be read as a whole and each paragraph of the Opinion should not be read independently;

 

(viii)

as used in this Opinion, the expression “to our best knowledge” or similar language with reference to matters of fact refers to the current actual knowledge of the solicitors of this firm who have worked on matters for the Company in connection with the Offering and the transactions contemplated thereunder. We have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of this Opinion;

 

(ix)

nothing in this Opinion shall be construed as an opinion that the Registration Statement complies with any legal or regulatory requirement as to its contents;

 

(x)

this Opinion is strictly limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. This Opinion is rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the Opinion;

 

(xi)

the laws of Hong Kong in force as at 30 June 1997 will be applied in Hong Kong only insofar as they are not declared by the Standing Committee of the National People’s Congress (the “NPCSC”) of the PRC to contravene the Basic Law of Hong Kong. Whilst the Basic Law does not appear to us to contain any provisions which would be contravened by any rule of law in Hong Kong relevant to this Opinion, this is a matter ultimately for the determination of the NPCSC, and if any laws are subsequently declared by the NPCSC to be in contravention of the Basic Law then they must be amended or cease to have force in accordance with the procedure set out in the Basic Law; and

 

(xii)

the Standing Committee, by The Decision of the NPCSC on Treatment of the Laws Previously in Force in Hong Kong in accordance with Article 160 of the Basic Law of the Hong Kong Special Administrative Region of the PRC, adopted at the Twenty Fourth Session of the Standing Committee of the Eighth National People’s Congress on 23 February 1997, declared that all laws previously in force in Hong Kong on 30 June 1997, which included the common law, rules of equity, ordinances, subsidiary legislation and customary law, except for those contravening the Basic Law, would be adopted as the laws of Hong Kong, and set out in Annex 1 to the Decision a list of laws, inter alia, considered to be in contravention of the Basic Law, including therein the Application of English Law Ordinance, Cap. 88 of the Laws of Hong Kong. Our interpretation of this inclusion which is not determinative, is that the said Ordinance was only repealed prospectively from 30 June 1997 and that the common law and rules of equity that were applied in Hong Kong under that Ordinance up to 30 June 1997 continue to form part of the law of Hong Kong, subject to their further independent development in the courts of Hong Kong, which are empowered by the Basic Law to refer to precedents in other common law jurisdictions when adjudicating cases.

 

 

This Opinion is delivered solely for the purpose of and in connection with the Registration Statement publicly filed with the U.S. Securities and Exchange Commission on the date of this Opinion and may not be used for any other purpose without our prior written consent.

 

We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

 

Yours faithfully,

 

ANGELA HO & ASSOCIATES

 

 

4

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the inclusion in this Amendment No 3 to the Registration Statement on Form F-1 of our report dated December 2, 2022, except for Note 10, as to which the date is December 14, 2022, with respect to the consolidated financial statements of ICZOOM Group Inc. as of June 30, 2022, and for the year then ended. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

 

We were dismissed as auditor on April 3, 2023 and, accordingly, we have not performed any audit or review procedures with respect to any financial statements for the period after the date of our dismissal.

 

/s/ Friedman LLP

 

New York, New York

February 9, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 23.2

 

AUDIT ALLIANCE LLP®

 

A Top 18 Audit Firm

10 Anson Road, #20-16 International Plaza, Singapore 079903.

 

UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428

Website: www.allianceaudit.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the inclusion in this amendment to the Registration Statement on Form F-1 (Registration No. 333-275708) of our report dated October 31, 2023, with respect to the consolidated financial statements of ICZOOM GROUP INC. as of June 30, 2023 and for the year ended June 30, 2023 which appears in the annual report on Form 20-F of ICZOOM GROUP INC. for the year ended June 30, 2023. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

  

 

Singapore

 

February 9, 2024

 

Exhibit 99.4

 

 

45/F, K.Wah Centre, 1010 Huaihai Road (M), Shanghai, China

T: (86 21) 5404 9930 F: (86 21) 5404 9931

 

[*], 2024

 

To:

 

ICZOOM Group Inc. (the “Company”)

 

Room 3801, Building A, Sunhope e METRO,

No. 7018 Cai Tian Road

Futian District, Shenzhen, Guangdong Province

The People's Republic of China

 

Dear Sir/Madam,

 

We are lawyers qualified in the People's Republic of China (the “PRC” or “China”, which, for purposes of this opinion only, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan) and as such are qualified to issue this opinion on the PRC Laws (as defined below).

 

We have acted as your PRC legal counsel in connection with (i) the proposed offering (the “Offering”) by the Company on a “best-efforts” basis of [*] units of the Company (the “Units”), where each Unit consists of one (1) Class A Ordinary Share of par value of US$0.16 each and one (1) warrant to purchase [*] Class A Ordinary Shares exercisable immediately after the date of issuance and which will expire [*] years after the issuance date, as set forth in the Company’s registration statement on Form F-1, including a base prospectus, and the prospectus supplement(s) (collectively the “Prospectus”), including any amendments or supplements thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended) in relation to the Offering, and (ii) the issuance by the Company of the warrants to FT Global Capital, Inc., the exclusive placement agent in connection with the Offering (the “Placement Agent”), to purchase such number of Class A Ordinary Shares up to five percent (5%) of the Class A Ordinary Shares sold in the Offering pursuant to the placement agent agreement between the Company and the Placement Agent.

 

A.

Documents and Assumptions

 

In rendering this opinion, we have carried out due diligence and examined copies of the Registration Statement, and other documents (collectively the “Documents”) as we have considered necessary or advisable for the purpose of rendering this opinion. Where certain facts were not independently established and verified by us, we have relied upon certificates or statements issued or made by the relevant Governmental Agencies (as defined below) and appropriate representatives of the Company and the PRC Companies (as defined below). In giving this opinion, we have made the following assumptions (the “Assumptions”):

 

(a)

All Documents submitted to us as originals are authentic, and all Documents submitted to us as certified or photo static copies conform to the originals;

 

(b)

each of the parties to the Documents, other than the PRC Companies, (i) if a legal person or other entity, is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation, (ii) if an individual, has full capacity for civil conduct; each of them, other than the PRC Companies, has full power and authority to execute, deliver and perform its, her or his obligations under the Documents to which it, she or he is a party in accordance with the laws of its jurisdiction of organization and/or the laws that it, she or he is subject to;

 

(c)

the Documents presented to us remain in full force and effect on the date of this opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this opinion;

 

(d)

the laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with;

 

(e)

all requested Documents have been provided to us and all factual statements made to us by the Company and the PRC Companies in connection with this opinion, including but not limited to the statements set forth in the Documents, are true, correct and complete;

 

(f)

all explanations and interpretations provided by government officials duly reflect the official position of the relevant Governmental Agencies and are complete, true and correct;

 

(g)

all consents, licenses, permits, approvals, exemptions or authorizations required by, and all 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 Registration Statement and other Documents have been obtained or made, and are in full force and effect as of the date thereof;

 

(h)

all Governmental Authorizations (as defined below) and other official statements and documentation obtained by the Company or any PRC Company from any Governmental Agency have been obtained by lawful means in due course, and the Documents provided to us conform with those documents submitted to Governmental Agencies for such purposes; and

 

In addition, we have assumed and have not verified the truthfulness, accuracy and completeness as to factual matters of each Document we have reviewed.

 

B.

Definitions

 

In addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings ascribed to them as follows:

 

“Governmental Agency”	means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC, or any body exercising, or entitled to exercise, any administrative, judicial, legislative, law enforcement, regulatory, or taxing authority or power of a similar nature in the PRC.
“Governmental Authorization”	means any license, approval, consent, waiver, order, sanction, certificate, authorization, filing, declaration, disclosure, registration, exemption, permission, endorsement, annual inspection, clearance, qualification, permit or license by, from or with any Governmental Agency pursuant to any PRC Laws.
“CSRC”	means the China Securities Regulatory Commission.
“PRC Companies”	means, collectively, all entities listed in Appendix A hereof, and each, a “PRC Company”.
“PRC Laws”	means all applicable national, provincial and local laws, regulations, rules, notices, orders, decrees and judicial interpretations of the PRC currently in effect and publicly available on the date of this opinion.
“Overseas Listing Trial Measures”	Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023
“WFOE”	means Components Zone (Shenzhen) Development Limited （芯领域（深圳）发展有限公司）.
“Historical VIE Agreements”	means the documents as set forth in Appendix B hereto which were terminated in December 2021.
“Historical VIE Entity”	means Shenzhen Pai Ming Electronics Co., Ltd. （深圳拍明电子有限公司）.

 

 

C.

Opinions

 

Based on our review of the Documents and subject to the Assumptions and the Qualifications (as defined below), we are of the opinion that:

 

(a)

Organization Structure. Except as disclosed in the Registration Statement and the Prospectus, (a) the ownership structure of the PRC Companies as set forth in the Registration Statement, both currently and immediately after giving effect to this Offering, will not result in any violation of PRC Laws currently in effect; (b) the contractual arrangements under the Historical VIE Agreements, during the period from the date of execution until the date of termination, were valid, binding and enforceable, and will not result in (i) any violation of PRC Laws at the time thereof and currently in effect, or (ii) any violation of the business license, articles of association, approval certificate or other constitutional documents (if any) of the PRC Companies. However, there are substantial uncertainties regarding the interpretation and application of current PRC Laws, and there can be no assurance that the PRC government will ultimately take a view that is consistent with our opinion stated above.

 

(b)

Enforceability of Civil Procedures. There is uncertainty as to whether the PRC courts would (i) recognize or enforce judgments of United States courts obtained against the Company or the directors or officers of the Company predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against the Company or the directors or officers of the Company predicated upon the securities laws of the United States 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 forms of written 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.

 

(c)

Taxation. The statements made in the Registration Statement under the caption “Taxation - Material PRC Income Tax Considerations”, with respect to the PRC tax laws and regulations or interpretations, are correct and accurate in all material respects, and constitute our opinion.

 

 

(d)

PRC Laws. All statements set forth in the Registration Statement under the captions “Prospectus Summary”, “Risk Factors”, “Corporate History and Structures - Our Corporate Structure”, “Enforceability of Civil Liabilities”, “Use of Proceeds”, “Dividend Policy”, “Our Business”, “Related Party Transactions”, “Regulations” and “Taxation - Material PRC Income Tax Considerations”, in each case insofar as such statements describe or summarize matters of the PRC Laws, are true and accurate in all material respects, and nothing has come to our attention, insofar as the PRC Laws are concerned, that causes us to believe that there is any omission from such statements which causes such statements misleading in any material respect.

 

(e)

CSRC Filing. According to the Overseas Listing Trial Measures and supporting guidelines, PRC domestic companies that seek to offer and list securities in overseas markets, either directly or indirectly, are required to fulfill the filing procedure with the CSRC and report relevant information. Companies that had already been listed overseas as of March 31, 2023, are required to file with the CSRC within three business days after the completion of subsequent securities offerings in the same overseas market where its securities were previously offered and listed. We are of the view that any future offering pursuant to the Prospectus will be subject to the Overseas Listing Trial Measures, and the Company should, through its major operating entity incorporated in the PRC, file for record with the CSRC within three business days after the completion of the offering and make a summary report to the CSRC after the completion of offerings pursuant to the Prospectus.

 

(f)

Business Operations. Based on our understanding of the explicit provisions under PRC Laws, we are of the opinion that each of the PRC Companies has obtained all requisite Governmental Authorizations that are material for its business operations currently conducted in the PRC as described in the Registration Statement and the Prospectus. However, it is uncertain that the PRC Companies can renew any of the Governmental Authorizations in a timely manner when their current term expires; and new PRC laws and regulations may be enforced from time to time to require additional licenses and permits other than those the PRC Companies currently have. There are substantial uncertainties regarding the interpretation and application of the PRC Laws and future PRC laws and regulations, and there can be no assurance that any Governmental Agency will not take a view that is contrary to or otherwise different from our opinions stated herein.

 

Our opinions expressed above are subject to the following qualifications (the “Qualifications”):

 

(a)

Our opinions are limited to PRC Laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC, and we have assumed that no such other laws would affect our opinions expressed above.

 

(b)

PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.

 

 

(c)

Our opinions are subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws in the PRC affecting creditors’ rights generally, and (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights.

 

(d)

Our opinions are subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interests, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (ii) any circumstance in connection with the formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or the calculation of damages; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

 

(e)

This opinion is issued based on our understanding of PRC Laws. For matters not explicitly provided under PRC Laws, the interpretation, implementation and application of the specific requirements under PRC Laws, as well as their application to and effect on the legality, binding effect and enforceability of certain contracts, are subject to the final discretion of competent PRC legislative, administrative and judicial authorities. Under PRC Laws, foreign investment is restricted in certain industries. The interpretation and implementation of these laws and regulations, and their application to and effect on the legality, binding effect and enforceability of contracts such as the Historical VIE Agreements and transactions contemplated by the Historical VIE Agreements, are subject to the discretion of the competent Governmental Agency.

 

(f)

The term “enforceable” or “enforceability” as used in this opinion means that the obligations assumed by the relevant obligors under the relevant Documents are of a type which the courts of the PRC may enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their respective terms and/or additional terms that may be imposed by the courts. As used in this opinion, the expression “to the best of our knowledge after due inquiry” or similar language with reference to matters of fact refers to the current, actual knowledge of the attorneys of this firm who have worked on matters for the Company in connection with the Offering and the transactions contemplated thereby. We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the Company, the PRC Companies and Governmental Agencies.

 

(g)

We have not undertaken any independent investigation, search or other verification action to determine the existence or absence of any fact or to prepare this opinion, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the PRC Companies or the rendering of this opinion.

 

 

(h)

This opinion is intended to be used in the context which is specifically referred to herein; each paragraph shall be construed as a whole and no part shall be extracted and referred to independently.

 

This opinion is strictly limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein.

 

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to the Registration Statement, and to the reference to our name under the captions “Our Corporate Structure,” “Enforceability of Civil Liabilities,” “Taxation,” and “Legal Matters” “Prospectus Summary,” “Risk Factors” in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

 

[The remainder of this page is intentionally left blank]

 

 

Yours faithfully,
Jingtian & Gongcheng

 

 

Appendix A 

 

List of PRC Companies¹

 

No.	PRC Companies	Shareholders (% of Equity Interests)
1．	Components Zone (Shenzhen) Development Limited（芯领域（深圳）发展有限公司）	Components Zone International Limited (100%)
2．	Hjet Shuntong (Shenzhen) Co., Ltd.（恒捷顺通（深圳）有限公司）	Components Zone (Shenzhen) Development Limited （芯领域（深圳）发展有限公司）(100%)
3．	Shenzhen Hjet Supply Chain Co., Ltd.（深圳市恒捷供应链有限公司）	Hjet Shuntong (Shenzhen) Co., Ltd.（恒捷顺通（深圳）有限公司） (100%)
4．	Shenzhen Iczoom Electronics Co., Ltd.（深圳市拍明芯城电子有限公司）	Shenzhen Hjet Supply Chain Co., Ltd. （深圳市恒捷供应链有限公司） (100%)
5．	Shenzhen Hjet Yun Tong Logistics Co., Ltd.（深圳市恒捷运通物流有限公司）	Shenzhen Hjet Supply Chain Co., Ltd. （深圳市恒捷供应链有限公司） (100%)

 

1

The PRC Companies used to include Historical VIE Entity. Prior to December 2021, WFOE had Historical VIE Agreements with Historical VIE Entity, which allowed the Company to consolidate the operation and financial results of Historical VIE Entity as a primary beneficiary. In December 2021, WFOE terminated the Historical VIE Agreements with Historical VIE Entity, and, as a result, the Company no longer consolidates the operation and financial results of Historical VIE Entity.

 

 

Appendix B 

 

Historical VIE Agreements

 

1.

Exclusive Business Cooperation Agreement （独家业务合作协议） dated as of December 14, 2020 between WFOE and Historical VIE Entity;

 

2.

Exclusive Option Agreement （独家购买权协议） dated as of December 14, 2020 among WFOE, Liu Jun （刘俊） and Historical VIE Entity;

 

3.

Power of Attorney （授权委托书） dated as of December 14, 2020 among WFOE, Liu Jun （刘俊） and Historical VIE Entity;

 

4.

Equity Interest Pledge Agreement （股权质押协议） dated as of December 14, 2020 among WFOE, Liu Jun （刘俊） and Historical VIE Entity; and

 

5.

Consent Letter （同意函） dated as of December 14, 2020 issued by Huang Kaimei （黄开美）, the spouse of Liu Jun （刘俊）.

 

 

Appendix B

 

v3.24.0.1

Document And Entity Information	12 Months Ended
	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	ICZOOM GROUP INC.
Document Type	F-1/A
Amendment Flag	true
Amendment Description	This Amendment No. 3 to the Registration Statement on Form F-1 (File No. 333-275708) of ICZOOM Group Inc. is being filed for the sole purpose of filing Exhibit 5.1, Exhibit 5.2, Exhibit 8.4 and Exhibit 99.4. Accordingly, Part I, the form of prospectus, has been omitted from this filing.
Entity Central Index Key	0001854572
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Room 3801, Building A, Sunhope e·METRO, No. 7018 Cai Tian Road
Entity Address, Address Line Two	Futian District
Entity Address, City or Town	Shenzhen
Entity Address, Country	CN
Entity Address, Postal Zip Code	518000
City Area Code	86 755
Local Phone Number	88603072
Business Contact
Document Information Line Items
Entity Address, Address Line One	850 Library Avenue
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Newark
Entity Address, Postal Zip Code	19711
Contact Personnel Name	Puglisi & Associates
Entity Address, State or Province	DE

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