Exhibit 99.3
Justin Chow & Co. Solicitors LLP
周廷勳律師行有限法律責任合夥
5A, Chung Hing Commercial Building,
62-63 Connaught Road Central,
Central, Hong Kong
justin.chow@jchow.hk
Tel (852) 3105 3165 Fax (852) 3188 2959
Date: 20 May 2021
AMTD Digital Inc.
25/F, Nexxus Building
41 Connaught Road Central
Hong Kong
Dear Sir or Madam,
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 on the laws and regulations of Hong Kong effective as of the date hereof.
We were engaged (the “Engagement”) as Hong Kong counsel to AMTD Digital Inc. (the “Company”), a company incorporated under the laws of the Cayman Islands, and its subsidiaries established in Hong Kong in connection with (a) the proposed initial public offering (the “Offering”) of certain number of American depositary shares (the “Offered ADSs’’), each Offered ADS representing certain number of Class A ordinary shares, par value of US$0.0001 per share, 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, and (b) the Company’s proposed listing of the Offered ADSs on the Nasdaq Global Market/New York Stock Exchange.
A. Assumptions
In rendering this opinion, we have assumed without independent investigation that (the “Assumptions’’):
(i) | all signatures, seals and chops are genuine, each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same, 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 parties to the Documents, (a) 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; or (b) if an individual, has full capacity for civil conduct; each of them, has full power and authority to execute, deliver and perform its/her/his obligations under such documents to which it is a party in accordance with the laws of its jurisdiction of organization or incorporation or the laws that it/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 legal opinion; and |
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Partners Chow Justin Ting Fun (周廷勳), Lee Steven K (李凱峰) |
Consultants Ngai Wan Chi Joyce (魏韵芝), Donnet Federico |