Exhibit 99.2
中国北京市建国门外大街甲12号新华保险大厦6层100022
6/F, NCI Tower, A12 Jianguomenwai Avenue, Beijing 100022, China
电话 Tel: +86 10 6569 3399传真 Fax: +86 10 6569 3838
电邮 Email:beijing@tongshang.com网址 Web: www.tongshang.com
To：Canaan Inc.
The People’s Republic of China
[ ], 2019
Dear Sirs,
We are lawyers qualified in the People’s Republic of China (the “PRC) and are qualified to issue opinions on the PRC Laws, as defined below.For the purpose of this opinion (the “Opinion”), the PRC does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
We act as the PRC counsel to Canaan Inc. (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with (i) the proposed initial public offering (the “Offering”) by the Company of American Depositary Shares (the “ADSs”), representing a certain number of Class A ordinary shares, par value US$0.00000005 per share, of the Company, in accordance with the Company’s registration statement on FormF-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, and (ii) the Company’s proposed listing of the ADSs on the [New York Stock Exchange/ NASDAQ Global Market].
In so acting, we have examined the Registration Statement, the originals or copies, certified or otherwise identified to our satisfaction, of documents provided to us by the Company and PRC Subsidiaries, as defined below, and such other documents, corporate records, certificates, approvals and other instruments as we have deemed necessary or advisable for the purpose of rendering the Opinion, including, without limitation, originals or copies of the agreements and certificates issued by PRC authorities and officers of the Company (the “Documents”).
In our examination and for the purpose of rendering the Opinion, we have assumed without further inquiry, (a) the genuineness of all the signatures, seals and chops, the authenticity of the Documents submitted to us as original and the conformity with authentic original documents submitted to us as copies and the authenticity of such originals; (b) the truthfulness, accuracy and completeness of the Documents, as well as the factual statements contained in the Documents; (c) that the Documents provided to us remain in full force and effect up to the date of the Opinion and that none of the Documents has been revoked, amended, varied or supplemented except as otherwise indicated in such documents; (d) that information provided to us by the Company andPRC Group Companies, as defined below, in response to our enquiries for the purpose of the Opinion is true, accurate, complete and not misleading, and that the Company and PRC Group Companies have not withheld anything that, if disclosed to us, would reasonably cause us to alter this Opinion in whole or in part; (e) that all Governmental Authorizations, as defined below, and other official statement or documentation are obtained by lawful means in due course; (f) that each of the parties other than PRC Group Companies is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation (as the case may be); (g) that all parties other than the PRC Group Companies have the requisite power and authority to enter into, execute, deliver and perform all the Documents to which they are parties and have duly executed, delivered, performed, and will duly perform their obligations under all the Documents to which they are parties; and (h) that all documents submitted to us are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws.
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