Exhibit 5.1
Our ref: GFW/627026.14
Hollysys Automation Technologies Ltd. Kingston Chambers PO Box 173 Road Town Tortola British Virgin Islands
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8 April 2019
Dear Sirs
Hollysys Automation Technologies Ltd. (the "Company")
We have acted as lawyers as to British Virgin Islands law to the Company in connection with the Company’s filing on 8 April 2019 with the United States Securities and Exchange Commission (the “SEC”) of a registration statement on Form F-3 (such registration statement, including the documents incorporated by reference therein, the “Registration Statement”) with respect to the offering by the Company from time to time, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of ordinary shares of US$0.001 par value each of the Company (the "Ordinary Shares").
Reference is made to our opinion letter dated 8 April 2019 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the final prospectus supplement dated 8 April 2019 to be filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act for the purpose of registering the resale under the Securities Act of up to 826,200 Ordinary Shares (the "Resale Shares"), which are or may become issuable upon conversion of US$20,000,000 aggregate principal amount of the Company's loan borrowed from International Finance Corporation ("IFC") pursuant to the loan agreement between IFC and the Company, dated May 30, 2014 (the "Loan Agreement").
| 1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 8 April 2019, including the Company's Certificate of Incorporation and its Memorandum and Articles of Association as amended on 27 May 2016 (the "Memorandum and Articles"). |
| 1.2 | The records of proceedings available from a search of the electronic records maintained on the Judicial Enforcement Management System from 1 January 2000 and available for inspection on 8 April 2019 at the British Virgin Islands High Court Registry (the "High Court Registry"). |
| 1.3 | The written resolutions of the board of directors of the Company dated 16 February 2014 and the minutes of the meeting of the board of directors of the Company held on 19 March 2019 (the "Resolutions"). |
| 1.4 | A Certificate of Incumbency dated 8 April 2019, issued by Maples Corporate Services (BVI) Limited, the Company's registered agent (the "Registered Agent's Certificate"). |
| 1.5 | A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 8 April 2019 (the "Certificate of Good Standing"). |
| 1.6 | The Registration Statement. |
| 1.7 | The register of members of the Company (the "Register of Members"). |
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy of the Registered Agent's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
| 2.1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2.2 | The directors of the Company at the date of the Resolutions were the persons named therein respectively as the directors. |
| 2.3 | The consideration for the issue of the Resale Shares will be at least equal the aggregate par value of the Resale Shares. |
| 2.4 | All signatures, initials and seals are genuine. |
| 2.5 | That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs and the High Court Registry is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches. |
| 2.6 | No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Resale Shares. |
| 2.7 | The Resolutions, where signed as written resolutions, were signed by all the directors in the manner prescribed in the Memorandum and Articles of the Company, including as to the disclosure of any director's interests and where held at a meeting, are a true and correct record of the proceedings of the meeting, which was duly convened and held, and at which a quorum was present throughout and at which each director disclosed his or her interest (if any) and in each case, have not been amended, varied or revoked in any respect. |
| 2.8 | The Company has sufficient authorised and unissued shares at the time the Resale Shares are issued. |
| 2.9 | The completeness and accuracy of the Register of Members. |
| 2.10 | The accuracy and completeness of all factual representations expressed in or implied by the documents we have examined. |
| 2.11 | There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below. |
| 2.12 | The Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors and/or members of the Company taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets. |
| 2.13 | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. |
| 3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (as amended) (the "Act"), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name. |
| 3.2 | The Company is authorised to issue a maximum of 190,000,000 shares of the following two classes: |
| (a) | 100,000,000 ordinary shares with a par value of US$0.001 each; and |
| (b) | 90,000,000 preferred shares with a par value of US$0.001 each. |
| 3.3 | The Resale Shares have been duly authorised and, when entered into the Register of Members and issued by the Company upon conversion in accordance with the terms of the Loan Agreement, will be validly issued in accordance with the Company's Memorandum and Articles, and be fully paid and non-assessable. |
| 4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1 | To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs. |
| 4.2 | The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the British Virgin Islands and/or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the British Virgin Islands by the Order of Her Majesty in Council. |
| 4.3 | Under British Virgin Islands law, the register of members isprima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the British Virgin Islands and for the purposes of the opinion given in paragraph 3.3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Company's Ordinary Shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands court. |
| 4.4 | In this opinion letter, the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to all references made to our firm in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters.
This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Resale Shares pursuant to the Registration Statement.
Yours faithfully
/s/ Maples and Calder
Maples and Calder