Exhibit 5.3

Dear Sirs or Madams,

We are lawyers qualified in the People’s Republic of China (the “PRC” or “China”, for the purpose of this opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan) and as such are qualified to issue this opinion on the laws and regulations of the PRC effective as of the date hereof.

We are acting as the PRC legal counsel to EPWK Holdings Ltd. (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with (i) the offering (the “Offering”) of up to 20,000,000 Class A ordinary shares of $0.0001 par value per share of the Company (“Ordinary Shares”), in accordance with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933 (as amended).

A. Documents and Assumptions

In rendering this opinions, we have carried out due diligence and examined the Registration Statement, the originals or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates, approvals and other instruments as we have deemed necessary for the purpose of rendering this opinion, including, without limitation, originals or copies of the agreements and certificates issued by PRC authorities and officers of the Company. In such examination, we have assumed the accuracy of the factual matters described in the Registration Statement and that the Registration Statement and other documents will be executed by the parties in the forms provided to and reviewed by us. We have also assumed the genuineness of all signatures, seals and chops, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies, and the truthfulness, accuracy and completeness of all factual statements in the documents.

 

B. Definitions

In addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings ascribed to them as follows:

 

C. Opinions

Based on the foregoing and subject to the disclosures contained in the Registration Statement and the qualifications set out below, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:

 

To the best of our knowledge after due inquiry, none of PRC Entities is in material breach or default in the performance of the VIE Agreements to which it is a party as of the date hereof.

The due execution, delivery and performance of each of the VIE Agreements by the PRC Entities to which it is a party as of the date hereof, and the due consummation of the transactions contemplated thereunder, do not (i) result in any violation of the business license, articles of association, approval certificate or other constitutional documents (if any) of any of the PRC Entities; or (ii) result in any violation of any explicit requirements under the PRC Laws. No Governmental Authorization is required under any PRC Laws in connection with the due execution, delivery or performance of each of the VIE Agreements other than those already obtained.

However, there are substantial uncertainties regarding the interpretation and application of current PRC Laws, and there can be no assurance that the PRC government will ultimately take a view that is consistent with our opinion stated above.

 

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country where the judgment is made or on reciprocity between jurisdictions. The PRC does not have any treaties or other agreements with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against the Company or the directors and officers of the Company if they determine that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest.

D. The foregoing opinion is further subject to the following qualifications:

This Opinion is rendered at the request of and solely for the benefit of EPWK Holdings Ltd. in connection with the above matters. This Opinion may not be relied upon, quoted or referred to for any other purpose or released upon by or furnished to any other person without our prior written consent.

 

[SIGNATURE PAGE]

 

APPENDIX A

List of the PRC Entities

1. Yipinweike (Guangzhou) Network Technology Co., Ltd. (“亿品微客（广州）网络科技有限公司” in Chinese);

2. EP Zhishang (Xiamen) Network Technology Co. Ltd. (“一品智尚（厦门）网络科技有限公司” in Chinese);

3. Xiamen Qizhi Hua Technology Co., Ltd. (“厦门启智华科技有限公司” in Chinese);

4. Xiamen EPWK Network Technology Co., Ltd. (“厦门一品威客网络科技股份有限公司” in Chinese);

5. Yipinhuicheng (Guangzhou) Network Technology Co., Ltd. (“亿品慧诚（广州）网络科技有限公司” in Chinese);

6. Qi Zhi (Beijing) Certification Co., Ltd. (“企知（北京）认证有限公司” in Chinese);

7. Xiamen EPWK Zhibang Fiance And Taxation Service Co., Ltd. (“厦门一品智邦财税管理有限公司” in Chinese);

8. Xiamen Yipinkutai Investment Technology Co., Ltd. (“厦门一品酷泰投资有限公司” in Chinese);

9. Xiamen Yipinweike Information Technology Co., Ltd. (“厦门一品微客信息科技有限公司” in Chinese);

10. Qi Zhi (Xiamen) Certification Co., Ltd.( “企知(厦门)认证有限公司” in Chinese);

11. Xiamen Yipinzhihui Investment Management Co., Ltd.( “厦门一品智荟投资有限公司” in Chinese);

12. Xiamen Yipinchuangke Incubator Operation Co., Ltd. ( “厦门一品创客孵化器运营有限公司” in Chinese);

13. Xiamen EPWK Yixing Business Incubator Management Co., Ltd. ( “厦门一品翼兴创业孵化器有限公司” in Chinese);

14. Xiamen EPWK Kutai Incubator Management Co., Ltd. (“厦门一品酷泰孵化器管理有限公司” in Chinese)