TCTM TCTM Kids IT Education Inc

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268 conyers.com

 

15 January 2025

 

TCTM Kids IT Education Inc.

19/F, Building A, Vanke Times Center

No.186 Beiyuan Road, Chaoyang District

Beijing, 100102, People’s Republic of China

 

Dear Sir/Madam,

 

Re: TCTM Kids IT Education Inc. (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s shelf registration statement on Form F-3 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on 15 January 2025 relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of a prospectus (the “Prospectus”) in connection with one or more offerings by the Company of up to an aggregate principal amount of US$85,000,000 of any combination, together or separately, of (i) American Depositary Shares (“ADSs”) each representing five (5) Class A ordinary shares of par value US$0.001 per share of the Company; (ii) Class A ordinary shares of par value US$0.001 per share of the Company (the “Ordinary Shares”); (iii) preferred shares of the Company (the “Preferred Shares” and together with the Ordinary Shares, the “Equity Securities”, which term includes any Ordinary Shares or Preferred Shares to be issued pursuant to the conversion, exchange or exercise of any other Securities (as defined hereinafter)), (iv) debt securities that may include debt securities entitling the holders to convert or exchange, for redemption or purchase in extinguishment of debt, an amount of ADSs or Ordinary Shares at the conversion or exchange price or rate a price as set out in one or more indentures (the “Debt Securities”); (v) warrants to purchase ADSs, Equity Securities or Debt Securities as set out in in one or more warrant agreements relating to the warrants to be made between the Company and a bank or trust company, as warrant agent (the “Warrants”); (vi) subscription rights to purchase ADSs, Equity Securities, Debt Securities or other securities as set out in one or more subscription rights agreements to be made between the Company and one or more underwriters or directly by the Company (the “Subscription Rights”); and (vii) units as set out in one or more unit agreements to be made between the Company and one or more underwriters or directly by the Company consisting of any combination of ADSs, Equity Securities, Debt Securities, Warrants and/or Subscription Rights (the “Units” and together with the Equity Securities, the Debt Securities, the Warrants and the Subscription Rights, the “Securities”) (the “Offering”).

 

 

1.	DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined copies of the following documents:

 

1.1	the Registration Statement; and

 

1.2	the Prospectus.

 

The documents listed in items 1.1 through 1.2 above are herein sometimes collectively referred to as the "Documents" (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

We have also reviewed:

 

1.3	the written resolutions of all the directors of the Company dated 15 January 2025 (the “Resolutions”);

 

1.4	the fifth amended and restated memorandum of association and fifth amended and restated articles of association of the Company adopted by a special resolution on 3 March 2014 (the “Constitutional Documents”);

 

1.5	a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 27 December 2024 (the “Certificate Date”); and

 

1.6	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.

 

2	ASSUMPTIONS

 

We have assumed:

 

2.1	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2	that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3

the capacity, power and authority of each of the parties, other than the Company, to enter into and perform its respective obligations under (a) the definitive agreements relating to the ADSs, Debt Securities, Warrants, Subscription Rights and Units (the “Securities Agreements”), (b) the Documents, and (c) under any and all other documents entered into by such parties in connection with the issuance of the Securities;

 

2.4

the due execution and delivery of the Securities Agreements, the Documents and any and all other documents entered into in connection with the issuance of the Securities by each of the parties thereto, other than the Company, and the physical delivery thereof by the Company with an intention to be bound thereby;

 

2.5	the accuracy and completeness of all factual representations made in the Securities Agreements, the Documents and other documents reviewed by us;

 

 

2.6	that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been, and will not be, rescinded or amended;

 

2.7	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;

 

2.8	that on the date of allotment (where applicable) and issuance of any Securities, the Company is, and after any such allotment and issuance the Company is and will be able to, pay its liabilities as they become due;

 

2.9	that the Company will issue the Securities in furtherance of its objects as set out in its amended and restated memorandum of association;

 

2.10	that the Constitutional Documents will not be amended in any manner that would affect the opinions expressed herein;

 

2.11	that the Company will have sufficient authorised and unissued share capital to effect the issue and allotment of any Equity Securities at the time of issuance, whether as a principal issue or on the conversion, exchange, or exercise of any Securities;

 

2.12

that the form and terms of any and all Securities (including, without limitation, the designation, powers, preferences, rights, qualifications, limitations and restrictions of Preferred Shares) or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto, the issuance and sale thereof by the Company, and the Company’s incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the Constitutional Documents nor any applicable law, regulation, order or decree in the Cayman Islands;

 

2.13

that all necessary corporate action will be taken to authorise and approve any issuance of the Securities (including, if Preferred Shares are to be issued, all necessary corporate action (including without limitation, approval of shareholders) to establish one or more series of Preferred Shares and fix the designation, powers, preferences, rights, qualifications, limitations and restrictions thereof), the terms of any offering thereof and related matters, and that the Securities Agreements and any applicable supplements to the Prospectus (each, a “Prospectus Supplement”), and any other purchase, underwriting or similar agreement will be duly approved, executed and delivered by or on behalf of the Company and all other parties thereto;

 

2.14	that the Securities Agreements, any other purchase, underwriting or similar agreement and any other agreement or other document relating to any of the Securities will be legal, valid and binding in accordance with its terms pursuant to its governing law;

 

2.15

that upon the issue of any Equity Securities to be sold by the Company or upon exercise of the conversion or exchangeable rights or purchase rights to the Securities, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value of the Ordinary Shares or the Preferred Shares to be issued pursuant thereto, as applicable;

 

2.16	that the Securities to be offered and sold, will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms pursuant to the applicable governing law and jurisdiction (except to the extent that we expressly opine herein on matters of Cayman Islands law);

 

 

2.17	that the Company has not taken any action to appoint a restructuring officer;

 

2.18

that the issuance and sale of and payment for the Securities will be in accordance with the Securities Agreements and any other purchase, underwriting or similar agreement duly approved by the board of directors of the Company and/or where so required, the shareholders of the Company and the Documents (including any post-effective amendment thereto and any Prospectus Supplement);

 

2.19	the validity and binding effect under the laws of the United States of America of the Documents and that the Registration Statement will be duly filed with the Commission;

 

2.20	there is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents and the Securities;

 

2.21

no restrictions notice (the “Restrictions Notice”) under the Beneficial Ownership Transparency Act has been issued or will be issued with respect to or that may affect, directly or indirectly, any of the shares, interest, rights or obligations of the Company that are the subject of the transactions referred to in the Securities Agreements (the “Relevant Interests”);

 

2.22	that the Registration Statement has been declared effective by the Commission prior to, or concurrent with, the sale of the Securities pursuant to the Registration Statement; and

 

2.23	that the Offering and the transactions contemplated thereunder comply with the requirements of the applicable rules of the Nasdaq Stock Market LLC.

 

3	QUALIFICATIONS

 

3.1	The obligations of the Company under the Documents and in connection with any offer, issuance and sale of any Securities:

 

(a)

will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

 

(b)

will be subject to statutory limitation of the time within which proceedings may be brought;

 

(c)

will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

 

(d)

may not be given effect to by a Cayman Islands court, whether or not it was applying foreign laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty;

 

 

(e)

in the case of any applicable purchase, underwriting or similar agreement and any other agreement or document relating to the issue of the Equity Securities, may be subject to the common law rules that damages against the Company are only available where the purchaser of the Equity Securities rescinds such agreement; and

 

(f)

may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company under the Documents and any Securities if there are other proceedings in respect of the Documents and any Securities simultaneously underway against the Company in another jurisdiction.

 

3.2

We express no opinion as to the enforceability of any provision of any document which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company or which purports to grant exclusive jurisdiction to any courts.

 

3.3	Enforcement of the Securities Agreements to the extent they relate to the Relevant Interests may be affected or prohibited if a Restrictions Notice is issued in respect of such Relevant Interests in accordance with the Beneficial Ownership Transparency Act.

 

3.4	We express no opinion as to the meaning, validity or effect of any references to foreign (non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Securities Agreements.

 

3.5

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

3.6	We have not reviewed any of the Securities Agreements to be issued thereunder and our opinions are qualified accordingly.

 

3.7

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. This opinion is issued solely for the purposes of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.

 

 

4

OPINIONS

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1

The Company is duly registered by way of continuation and existing under the law of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

 

4.2

When duly issued and fully paid for as contemplated in the Documents, any post-effective amendment thereto and any Prospectus Supplement, the Ordinary Shares and/or the Preferred Shares, as applicable, will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

 

4.3

When duly issued, executed, delivered and fully paid for as contemplated in the Securities Agreements, the Documents, any post-effective amendment thereto and any Prospectus Supplement, the Securities (other than the Ordinary Shares and the Preferred Shares) will be validly issued and constitute the valid and binding obligations of the Company in accordance with the terms thereof.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

Conyers Dill & Pearman

 

 

 

Exhibit 5.2

 

 

January 15, 2025

 

TCTM Kids IT Education Inc.

19/F, Building A, Vanke Times Center

No.186 Beiyuan Road

Chaoyang District, Beijing 100102

People’s Republic of China

 

Ladies and Gentlemen:

 

We have acted as special United States counsel to TCTM Kids IT Education Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), in connection with the filing of a registration statement on Form F-3 (as it may be amended from time to time, the “Registration Statement”) filed by the Company, with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Company has provided us with a prospectus (the “Prospectus”) which forms part of the Registration Statement. The Prospectus may be amended or supplemented from time to time in connection with one or more post-effective amendments to the Registration Statement or one or more prospectus supplements (each, a “Prospectus Supplement”). The Registration Statement provides for the registration by the Company of up to an aggregate principal amount of US$85,000,000 which may be offered from time to time via one or more Prospectus Supplements, on a delayed or continuous basis, separately or in any combination in one or more series of:

 

(i)

American Depositary Shares (the “ADSs”) each representing five Class A ordinary shares of the Company, par value $0.001 per share (the “Class A Ordinary Shares”);

 

(ii)

Class A Ordinary Shares;

 

(iii)

preferred shares that may include preferred shares entitling the holders to convert or exchange for an amount of Class A Ordinary Shares or ADSs at the conversion or exchange price or rate as set forth in one or more preferred shares (the “Preferred Shares”);

 

(iv)

debt securities that may include debt securities entitling the holders to convert or exchange, for redemption or purchase in extinguishment of debt, an amount of Class A Ordinary Shares or ADSs at the conversion or exchange price or rate a price as set out in one or more indentures (the “Debt Securities”);

 

(v)

warrants (the “Warrants”) to purchase Class A Ordinary Shares, ADSs, Preferred Shares or Debt Securities as set out in in one or more warrant agreements (each, a “Warrant Agreement”) relating to the warrants to be made between the Company and a bank or trust company, as warrant agent (the “Warrant Agent”);

 

(vi)

subscription rights to purchase Class A Ordinary Shares, ADSs, Preferred Shares or Debt Securities as set out in one or more subscription rights agreements to be made between the Company and one or more selling agents and/or underwriters or directly by the Company (the “Subscription Rights”); and

 

(vii)

units as set out in one or more unit agreements to be made between the Company and one or more selling agents and/or underwriters or directly by the Company consisting of any combination of Debt Securities, Warrants and/or Subscription Rights (the “Units” and together with the Debt Securities, the Warrants and the Subscription Rights, the “Non-Equity Securities” and collectively with the Class A Ordinary Shares, ADSs and Preferred Shares, the “Securities”) as described in the Registration Statement.

 

 

In rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the authentic originals of such documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; and (v) the certificates representing the Securities will be duly executed and delivered.

 

We have also assumed that (i) the Company is duly incorporated and existing under the laws of the Cayman Islands and is in good standing as of the date hereof; (ii) the Company has requisite legal status and legal capacity under the laws of the jurisdiction of its incorporation, (iii) the Company will comply with all aspects of the laws of the jurisdiction of its incorporation, in connection with the transactions contemplated by, and the performance of its obligations under the Warrants; (iv) the Company has the corporate power and authority to execute, deliver and perform all its obligations under the Warrants; (v) with respect to our opinion as to the ADSs or Class A Ordinary Shares, at the time of issuance and sale, a sufficient number of Class A Ordinary Shares will be authorized and available for issuance and that the consideration for the issuance and sale of the Class A Ordinary Shares (or Preferred Shares or Debt Securities convertible into, or Warrants exercisable for, Class A Ordinary Shares) is in an amount that is not less than the par value of the Class A Ordinary Shares; (vi) with respect to our opinion as to the Preferred Shares, at the time of issuance and sale, a sufficient number of shares of Preferred Shares will be authorized, designated and available for issuance and that the consideration for the issuance and sale of the Preferred Shares (or Debt Securities convertible into, or Warrants exercisable for, Preferred Shares) will be in an amount that is not less than the par value of the Preferred Shares; (vii) any Warrants offered under the Registration Statement and any Prospectus Supplement, and the related Warrant Agreement, will be executed in the forms filed as exhibits to a Report of Foreign Private Issuer on Form 6-K; (viii) with respect to Securities being issued upon conversion of any Preferred Shares, the applicable convertible Preferred Shares will be duly authorized, validly issued, fully paid and nonassessable; (ix) with respect to our opinion as to the Subscription Rights and the Units, at the time of issuance and sale, there are a sufficient number of Securities available for issuance and that the consideration for the issuance of the particular Securities underlying the Subscription Rights or the Units is in an amount that is not less than the par value of such Securities; (x) service of process will be effected in the manner and pursuant to the methods of the State of New York at the time such service is effected; and (xi) at the time of exercise of the Warrants, there will be a sufficient number of Securities available for issuance and that the consideration for the issuance of the particular Securities underlying the Warrants is in an amount that is not less than the par value of such Securities.

 

In connection with this matter, we have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records, and instruments and have examined such laws and regulations as we have deemed necessary for purposes of rendering the opinions set forth herein.

 

We are members of the Bar of the State of New York. We do not hold ourselves out as being conversant with, or expressing any opinion with respect to, the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of New York. Accordingly, the opinions expressed herein are expressly limited to the federal laws of the United States of America and the laws of the State of New York.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

1.

With respect to any ADSs representing the Class A Ordinary Shares to be issued, assuming (a) the board of directors of the Company (“Board”) has taken all necessary corporate action to approve the due and valid issuance and terms of the ADSs, the terms of the offering thereof and related matters, (b) if required, a registration statement on Form F-6 relating to the ADSs has become effective and complies with all applicable laws at the time the ADSs are offered or issued as contemplated by the Registration Statement and (c) such ADSs have been duly issued by the depositary (the “Depositary”) party to the deposit agreement then in effect (the “Deposit Agreement”) between the Depositary and the Company with respect to the ADSs and executed and delivered in accordance with the provisions of the Deposit Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for therein, such ADSs will be legally issued and entitle their holders to the rights specified in the Deposit Agreement.

 

 

2.

With respect to any series of the Debt Securities issued under a note purchase agreement or indenture and offered under the Registration Statement and any Prospectus Supplement, provided that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) such note purchase agreement or indenture has been duly authorized by the Company and a trustee by all necessary corporate action; (iii) such note purchase agreement or indenture has been duly executed and delivered by the Company and such trustee; (iv) the issuance and terms of the Debt Securities have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with such indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirements and restrictions imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Debt Securities have been duly executed and delivered by the Company and authenticated by such trustee pursuant to such note purchase agreement or indenture and delivered against payment therefor, then the Debt Securities, when issued and sold in accordance with such note purchase agreement or indenture and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their termse.

 

3.

With respect to any Warrants to be issued under the Warrant Agreements and offered under the Registration Statement and any Prospectus Supplement, provided that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) any applicable Warrant Agreement has been duly authorized by the Company and the Warrant Agent by all necessary corporate action; (iii) any applicable Warrant Agreement has been duly executed and delivered by the Company and the Warrant Agent and the terms of the Warrant Agreement have been established in accordance with applicable law; (iv) the issuance and terms of the Warrants have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Warrants and of their issuance and sale have been duly established in conformity with any applicable Warrant Agreement and as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Charter, and so as to comply with any applicable requirements and restrictions imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Warrants have been duly executed and delivered by the Company and authenticated by the Warrant Agent pursuant to any applicable Warrant Agreement and delivered against payment therefor, then the Warrants, when issued and sold in accordance with the applicable Warrant Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

4.

With respect to any Subscription Rights offered under the Registration Statement and any Prospectus Supplement, provided that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the terms and issuance of the Subscription Rights have been duly authorized by all necessary corporate action on the part of the Company; (iii) the terms of the Subscription Rights and their issuance and sale do not violate any applicable law, are in conformity with the Charter, do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirements and restrictions imposed by any court or governmental body having jurisdiction over the Company; (iv) the issuance and terms of the Subscription Rights have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Subscription Rights and of their issuance and sale have been duly established in conformity with the applicable agreement(s) so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Charter, and so as to comply with any applicable requirements and restrictions imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Subscription Rights have been duly executed and delivered by the Company and delivered against payment therefor, then the Subscription Rights, when issued and sold in accordance with the applicable agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

 

5.

With respect to the Units offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the terms and issuance of the Units have been duly authorized by all necessary corporate action on the part of the Company; (iii) the terms of Units and their issuance and sale do not violate any applicable law, are in conformity with the Charter, do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirements and restrictions imposed by any court or governmental body having jurisdiction over the Company; (iv) the issuance and terms of the Units have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Units and of their issuance and sale have been duly established in conformity with the applicable agreement(s) so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Charter, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Units have been duly executed and delivered by the Company and delivered against payment therefor, then the Units, when issued and sold in accordance with the applicable agreement(s) and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

Our opinions set forth above with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.

 

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

 

This opinion letter is furnished in connection with the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name as it appears under the caption “Legal Matters” 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 Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Sullivan & Worcester LLP

 

 

Exhibit 23.1

 

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 

We consent to the incorporation by reference in this Registration Statement of TCTM Kids IT Education Inc. on Form F-3 of our report dated April 19, 2024, with respect to our audits of the consolidated financial statements of TCTM Kids IT Education Inc. as of December 31, 2022 and 2023 and for the years ended December 2021, 2022 and 2023 and our report dated April 19, 2024 with respect to our audit of internal control over financial reporting of TCTM Kids IT Education Inc. as of December 31, 2023 appearing in the Annual Report on Form 20-F of TCTM Kids IT Education Inc. for the year ended December 31, 2023. We also consent to the reference to our firm under the heading “Experts” in such Prospectus.

 

Marcum Asia CPAs LLP

Beijing, China 

January 15, 2025

 

BEIJING OFFICE • Units 06-09 • 46th Floor • China World Tower B • No. 1 Jian Guo Men Wai Avenue • Chaoyang District • Beijing • 100004 Phone 8610.8518.7992 • Fax 8610.8518.7993 • www.marcumasia.com

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM F-3

(Form Type)

 

TCTM Kids IT Education Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

Table 1: Newly Registered and Carry Forward Securities

 

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid	Equity	Class A ordinary shares, par value $0.001 per share(1)	Rule 457(o)	(2)	(3)	(2)(3)
	Equity	Preferred shares	Rule 457(o)	(2)	(3)	(2)(3)
	Debt	Debt Securities	Rule 457(o)	(2)	(3)	(2)(3)
	Other	Warrants	Rule 457(o)	(2)	(3)	(2)(3)
	Unallocated (Universal) Shelf	-	Rule 457(o)			$85,000,000(2)	$0.0001531	$13,013.50
Fees Previously Paid	-	-	-	-	-	-		-
Carry Forward Securities
Carry Forward Securities	-	-	-	-		-
	Total Offering Amounts					$85,000,000		$13,013.50
	Total Fees Previously Paid							-
	Total Fee Offsets							-
	Net Fee Due							$13,013.50

 

 

(1)	These shares may be represented by the registrant’s American Depositary Shares (“ADSs”), each of which represents five Class A ordinary shares, par value $0.001 per share (“Class A ordinary shares”). The registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-194662).
(2)	The registrant is hereby registering an indeterminate number of securities of each identified class as may from time to time be offered at unspecified prices or upon conversion, exchange or exercise of securities registered hereunder to the extent such securities are, by their terms, exercisable for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. The maximum aggregate offering price of all securities covered by this registration statement will not exceed $85,000,000. The registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The securities registered hereunder include (i) securities initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within forty (40) days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public and (ii) securities that may be purchased by the underwriters in an offering pursuant to an over-allotment option. These securities are not being registered for the purposes of sales outside of the United States. In addition, pursuant to Rule 416 under the Securities Act, the Class A ordinary shares being registered hereunder include such indeterminate number of Class A ordinary shares and preferred shares as may be issuable with respect to the shares being registered hereunder as a result of share subdivision or consolidation, share dividends, or similar transactions.

 

(3)

The proposed maximum aggregate offering price for each class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to General Instruction II.C. of Form F-3 under the Securities Act.

 

 

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