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Exhibit 8.1
13 March, 2006
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China GrenTech Corporation Limited DIRECT LINE: 2842 9556
16th Floor, Zhongyin Tower E-MAIL: cwbickley@cdp.bm
Caitian North Road, Futian District OUR REF: CB/kc/198757
Shenzhen 518026, People's Republic of China YOUR REF:
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Dear Sirs,
CHINA GRENTECH CORPORATION LIMITED (THE "COMPANY")
We have acted as special Cayman legal counsel to the Company in connection with
an initial public offering of certain ordinary shares in the Company (the
"Shares") as described in the prospectus contained in the Company's registration
statement on Form F-1 (the "Registration Statement" which term does not include
any exhibits thereto) to be filed by the Company under the United States
Securities Act of 1933 (the "Securities Act") with the United States Securities
and Exchange Commission (the "Commission") on the date hereof.
For the purposes of giving this opinion, we have examined and relied upon copies
of the following documents:
(i) the Registration Statement; and
(ii) a draft of the prospectus (the "Prospectus") contained in the Registration
Statement.
We have also reviewed and relied upon (1) the memorandum of association and the
articles of association of the Company, (2) a copy of an undertaking from the
Governor-in-Council of the Cayman Islands under the Tax Concessions Law (1999
Revision) dated 9 December, 2003, and (3) 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.
We have assumed (i) the genuineness and authenticity of all signatures, stamps
and seals and the conformity to the originals of all copies of documents
(whether or not certified) examined by us and the authenticity and completeness
of the originals from which such copies were taken; (ii) the accuracy and
completeness of all factual representations made in the Prospectus and
Registration Statement and other
CD&P
China GrenTech Corporation Limited
13 March, 2006
Page 2
documents reviewed by us, (iii) 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; (iv) the validity and binding effect
under the laws of the United States of America of the Registration Statement and
the Prospectus and that the Registration Statement will be duly filed with or
declared effective by the Commission; and (v) that the Prospectus, when
published, will be in substantially the same form as that examined by us for
purposes of this opinion.
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.
On the basis of and subject to the foregoing, we are of the opinion that the
statements relating to certain Cayman Islands tax matters set forth under the
caption "Taxation - Cayman Islands taxation" in the Prospectus are true and
accurate based on current law and practice at the date of this letter and that
such statements constitute our opinion.
We hereby consent to the filing with the Securities and Exchange Commission of
this letter as an exhibit to the Registration Statement of which the Prospectus
is a part, and the reference to us under the captions "Legal Matters" and
"Enforceability of Civil Liabilities" in the Prospectus contained in the
Registration Statement. In giving the foregoing consent, we do not admit that we
are within the category of persons whose consent is required under section 7 of
the United States Securities Act of 1933.
Yours faithfully,
CONYERS DILL & PEARMAN