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- 20FR12B Initial registration of securities (foreign private issuers)
- 1.1 Form of Third Amended and Restated Memorandum and Articles of Association of the Registrant (with Secretary's Certificate of the Registrant (Reflecting the Registrant's Name Change Effective on September 13, 2022))
- 2.1 Registrant's Specimen American Depositary Receipt
- 2.2 Registrant's Specimen Certificate for Class a Ordinary Shares
- 4.1 Equity Acquisition Agreement, Dated November 22, 2023, Among the Registrant, Alpha Mind Technology Limited ("Alpha Mind") and Shareholders of Alpha Mind
- 4.2 English Translation of Exclusive Business Cooperation Agreement, Dated January 1, 2022, Between Jiachuang Yingan (Beijing) Information & Technology Co., LTD. and Huaming Yunbao (Tianjin) Technology Co., LTD
- 4.3 English Translation of Exclusive Option Agreement, Dated January 1, 2022, Among Jiachuang Yingan (Beijing) Information & Technology Co., LTD., Huaming Yunbao (Tianjin) Technology Co., LTD. and Its Shareholders
- 4.4 English Translation of Equity Interest Pledge Agreement, Dated January 1, 2022, Among Jiachuang Yingan (Beijing) Information & Technology Co., LTD., Huaming Yunbao (Tianjin) Technology Co., LTD. and Its Shareholder
- 4.5 English Translation of Agreement for Power of Attorney, Dated January 1, 2022, Among Jiachuang Yingan (Beijing) Information & Technology Co., LTD., Huaming Yunbao (Tianjin) Technology Co., LTD. and Its Shareholder
- 4.6 English Translation of the Executed Form of Spousal Consent Letter, Dated January 1, 2022, Granted by the Spouses of Individual Shareholders of Huaming Yunbao (Tianjin) Technology Co., LTD
- 4.7 English Translation of Exclusive Business Cooperation Agreement, Dated January 1, 2022, Between Jiachuang Yingan (Beijing) Information & Technology Co., LTD. and Huaming Insurance Agency Co., LTD
- 4.8 English Translation of Exclusive Option Agreement, Dated January 1, 2022, Among Jiachuang Yingan (Beijing) Information & Technology Co., LTD. and Huaming Insurance Agency Co., LTD. and Its Shareholders
- 4.9 English Translation of Equity Interest Pledge Agreement, Dated January 1, 2022, Among Jiachuang Yingan (Beijing) Information & Technology Co., LTD. and Huaming Insurance Agency Co., LTD. and Its Shareholder
- 4.10 English Translation of Agreement for Power of Attorney, Dated January 1, 2022, Among Jiachuang Yingan (Beijing) Information & Technology Co., LTD. and Huaming Insurance Agency Co., LTD. and Its Shareholder
- 4.11 English Translation of the Executed Form of Spousal Consent Letter, Dated January 1, 2022, Granted by the Spouses of Individual Shareholders of Huaming Insurance Agency Co., LTD
- 4.12 English Translation of the Equity Transfer Agreement, Dated October 31, 2023, Between Qingke (China) Limited and Wangxiancai Limited
- 4.14 2022 Share Incentive Plan of the Registrant
- 4.15 Secured Promissory Note Issued by FLJ Group Limited to Mmtec, Inc
- 4.16 Secured Promissory Note Issued by FLJ Group Limited to Burgeon Capital Inc
- 4.17 Equity Acquisition Agreement, Dated September 29, 2023, Among the Registrant, Lianlian Holdings Inc. ("Lianlian") and Certain Shareholders of Lianlian
- 8.1 List of Principal Subsidiaries of the Registrant
- 15.1 Consent of Marcum Asia Cpas LLP, Independent Registered Public Accounting Firm
- 15.2 Consent of WWC, P.C., Independent Registered Public Accounting Firm
- 15.3 Consent of Junhe LLP
- 16.1 Letter from Marcum Asia Cpas LLP to the Securities and Exchange Commission
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Exhibit 15.3
December 28, 2023
FLJ Group Limited
Room 1610
No.917, East Longhua Road
Huangpu District, Shanghai, 200023
People’s Republic of China
Dear Sir/Madam:
We hereby consent to the references to our firm’s name under the headings “Item 3. Key Information—D. Risk Factors” in FLJ Group Limited’s shell company report on Form 20-F (the “Shell Company Report”), which will be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof. We also consent to the filing of this consent letter with the SEC as an exhibit to the Shell Company Report.
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 Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Very truly yours,
/s/ JunHe LLP | |
JunHe LLP |