Exhibit 99.2
Room 1401A, Tower 2, Kerry Center Qianhai, Qianhai Avenue, Nanshan District, Shenzhen, China
Telephone: (86-755) 2155-7000 Facsimile: (86-755) 2155-7099
August 2, 2024
To: Lucas GC Limited (the “Company”)
Room 5A01, 4th Floor
Air China Building, Xiaoyun Road
Sanyuanqiao, Chaoyang District
Beijing 100027, China
Dear Sirs or Madams:
We are qualified lawyers in the People’s Republic of China (which, for the purposes of this legal opinion, excludes the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan) (the “PRC”) and as such are qualified to issue this opinion on the laws of the PRC as of the date hereof.
We are acting as PRC legal counsel to the Company in connection with (i) the proposed public offering (the “Offering”) of certain number of ordinary shares, par value US$0.000005 per share of the Company (the “Ordinary Shares”) 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 U.S. Securities and Exchange Commission (the “SEC”) in relation to the Offering and (ii) the proposed listing of the Ordinary Shares on the NASDAQ Capital Market (the “Listing”).
| A. | Documents and Assumptions |
In rendering this opinion, we have carried out due diligence and examined copies of the Registration Statement and other documents (collectively the “Documents”) as we have considered necessary or advisable for the purpose of rendering this opinion. Where certain facts were not independently established and verified by us, we have relied upon certificates or statements issued or made by the relevant Governmental Agencies (as defined below) and appropriate representatives of the Company and the PRC Companies (as defined below). In giving this opinion, we have made the following assumptions (the “Assumptions”):
| (1) | 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 submitted to us as originals are authentic, and all Documents submitted to us as copies conform to the originals; |
| (2) | each of the parties to the Documents, other than the PRC Companies, (i) 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, (ii) if an individual, has full capacity for civil conduct; each of them, other than the PRC Companies, has full power and authority to execute, deliver and perform its, her or his obligations under the Documents to which it, she or he is a party in accordance with the laws of its jurisdiction of organization and/or the laws that it, she or he is subject to; |
| (3) | the Documents presented to us 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 the Documents after they were submitted to us for the purposes of this opinion; |
| (4) | the laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with; |
| (5) | all requested Documents have been provided to us and all factual statements made to us by the Company and the PRC Companies in connection with this opinion, including but not limited to the statements set forth in the Documents, are true, correct and complete; |
| (6) | all explanations and interpretations provided by government officials duly reflect the official position of the relevant Governmental Agencies and are complete, true and correct; |
| (7) | each of the Documents is legal, valid, binding and enforceable in accordance with their respective governing laws other than PRC Laws (as defined below) in any and all respects; |
| (8) | all consents, licenses, permits, approvals, exemptions or authorizations required by, and all required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than the PRC in connection with the transactions contemplated under the Registration Statement and other Documents have been obtained or made, and are in full force and effect as of the date thereof; |
| (9) | all Governmental Authorizations (as defined below) and other official statements and documentation obtained by the Company or any PRC Company from any Governmental Agency have been obtained by lawful means in due course, and the Documents provided to us conform with those documents submitted to Governmental Agencies for such purposes; and |
In addition, we have assumed and have not verified the truthfulness, accuracy and completeness as to factual matters of each Document we have reviewed.
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.
| “Governmental Agencies” | | means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC, or any body exercising, or entitled to exercise, any administrative, judicial, legislative, law enforcement, regulatory, or taxing authority or power of a similar nature in the PRC, and each, a “Governmental Agency”. |
| “Governmental Authorizations” | | means any license, approval, consent, waiver, order, sanction, certificate, authorization, filing, declaration, disclosure, registration, exemption, permission, endorsement, annual inspection, clearance, qualification, permit or license by, from or with any Governmental Agency pursuant to any PRC Laws, and each, a “Governmental Authorization”. |
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| “CSRC” | | means the China Securities Regulatory Commission. |
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| “Overseas Listing Trial Measures” | | means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises promulgated by the CSRC on February 17, 2023 which became effective on March 31, 2023. |
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| “PRC Companies” | | means, collectively, all entities listed in Appendix A hereof, and each, a “PRC Company”. |
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| “PRC Laws” | | means all applicable national, provincial and local laws, regulations, rules, notices, orders, decrees and judicial interpretations of the PRC currently in effect and publicly available on the date of this opinion. |
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| “Prospectus” | | means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement. |
Based on our review of the Documents and subject to the Assumptions and the Qualifications (as defined below), we are of the opinion that:
| (1) | Business Operations. Based on our understanding of the explicit provisions under PRC Laws, we are of the opinion that each of the PRC Companies has obtained all requisite Governmental Authorizations that are material for its business operations currently conducted in the PRC as described in the Registration Statement and the Prospectus. However, it is uncertain that the PRC Companies can renew the Governmental Authorizations in a timely manner when their current term expires; and new PRC laws and regulations may be enforced from time to time to require additional licenses and permits other than those the PRC Companies currently have. The interpretation and application of the PRC Laws and future PRC laws and regulations are still evolving, and there can be no assurance that any of the Governmental Agencies will not take a view that is contrary to or otherwise different from our opinions stated herein. |
| (2) | Enforceability of Civil Procedures. There is uncertainty as to whether the PRC courts would (i) recognize or enforce judgments of United States courts obtained against the Company or the directors or officers of the Company predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against the Company or the directors or officers of the Company predicated upon the securities laws of the United States or any state in the United States. 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 PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other forms of written reciprocity 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 a company or its directors and officers if they decide that the judgment violates the basic principles of PRC Laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands. |
| (3) | Taxation. The statements made in the Registration Statement under the caption “Taxation— People’s Republic of China Taxation”, with respect to the PRC tax laws and regulations or interpretations, are correct and accurate in all material respects, and constitute our opinion. |
| (4) | PRC Laws. To the best of our knowledge after due and reasonable inquiry, the statements in the Prospectus on the cover page and under the captions “Prospectus Summary”, “Risk Factors”, “Enforceability of Civil Liabilities”, “Regulations”, “Taxation”, and “Legal Matters”, to the extent that such statements describe or summarize PRC legal or regulatory matters, are true, accurate and correct in all material respects, and fairly present or fairly summarize in all material respects the PRC legal and regulatory matters referred to therein; and such statements do not contain an untrue statement of a material fact, and do not omit to state any material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading. |
| (5) | CSRC Filing. According to the Overseas Listing Trial Measures and supporting guidelines, PRC domestic companies that seek to offer and list securities in overseas markets, either directly or indirectly, are required to fulfill the filing procedure with the CSRC and report relevant information. Companies that had already been listed overseas are required to file with the CSRC within three business days after the completion of subsequent securities offerings in the same overseas market where its securities were previously offered and listed. We are of the view that the Offering pursuant to the Prospectus will be subject to the Overseas Listing Trial Measures and supporting guidelines, and the Company should, through its major operating entity incorporated in the PRC, file for record with the CSRC within three business days after the completion of the Offering and make a summary report to the CSRC after the completion of the Offering pursuant to the Prospectus. |
Our opinions expressed above are subject to the following qualifications (the “Qualifications”):
| (1) | Our opinions are limited to PRC Laws of general application on the date hereof. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC, and we have assumed that no such other laws would affect our opinions expressed above. |
| (2) | PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect. |
| (3) | Our opinions are subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws in the PRC affecting creditors’ rights generally, and (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights. |
| (4) | Our opinions are subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interests, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (ii) any circumstance in connection with the formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form; (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or the calculation of damages; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC. |
| (5) | This opinion is issued based on our understanding of PRC Laws. For matters not explicitly provided under PRC Laws, the interpretation, implementation and application of the specific requirements under PRC Laws, as well as their application to and effect on the legality, binding effect and enforceability of certain contracts, are subject to the final discretion of competent PRC legislative, administrative and judicial authorities. |
| (6) | The term “enforceable” or “enforceability” as used in this opinion means that the obligations assumed by the relevant obligors under the relevant Documents are of a type which the courts of the PRC may enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their respective terms and/or additional terms that may be imposed by the courts. As used in this opinion, the expression “to the best of our knowledge after due inquiry” or similar language with reference to matters of fact refers to the current, actual knowledge of the attorneys of this firm who have worked on matters for the Company in connection with the Offering and the transactions contemplated thereby. We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the Company, the PRC Companies and Governmental Agencies. |
| (7) | We have not undertaken any independent investigation, search or other verification action to determine the existence or absence of any fact or to prepare this opinion, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the PRC Companies or the rendering of this opinion. |
| (8) | This opinion is intended to be used in the context which is specifically referred to herein; each paragraph shall be construed as a whole and no part shall be extracted and referred to independently. |
| (9) | Under the PRC legal, administrative, or arbitration system, we have very limited access to the information about the current, pending, or threatened legal, administrative or arbitration actions, suits, proceedings or claims, regulatory or administrative inquiries or investigations, or other governmental decisions, rulings, orders, demands, actions or initiatives involving the Company and the PRC Companies, and we are not able to make exhaustive inquiries of the current, pending or threatened legal, administrative or arbitration actions, suits, proceedings or claims, regulatory or administrative inquiries or investigations, or other governmental decisions, rulings, orders, demands, actions or initiatives. |
This opinion is strictly limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein.
This opinion is given for the benefit of the addressee hereof in connection with this Offering. Without our express prior written consent, neither this opinion nor our opinions herein may be disclosed to or relied upon by any person other than the addressee, except where such disclosure is required to be made by applicable law or is requested by any court, regulatory or governmental authority, in each case on a non-reliance basis and with a prior written notice provided to us.
| Yours faithfully, | |
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| /s/ Jingtian & Gongcheng | |
| Jingtian & Gongcheng | |
Appendix A
PRC Companies
| # | | PRC Companies | | Shareholder(s) | | Percentage(s) of Equity Interests Owned |
| 1. | | Qingdao Luogaoshi Consulting Co., Ltd. (青岛罗高仕管理顾问有限公司) | | Lucas Star Global Limited | | 100% |
| 2. | | Qingdao Enshi Technology Co., Ltd. (青岛恩仕科技有限公司) | | Qingdao Luogaoshi Consulting Co., Ltd. | | 100% |
| 3. | | Lucas Group China Limited (罗科仕科技(北京)股份有限公司) | | Qingdao Luogaoshi Consulting Co., Ltd. | | 99% |
| 4. | | | | Beijing Kangdashui International Consulting Co., Ltd. | | 0.6558% |
| | | | Shanghai 51job Co., Ltd. | | 0.1857% |
| | | Meng Luting | | 0.0822% |
| | | Jiaxing Anding Equity Investment Partnership Enterprise (Limited Partnership) | | 0.035% |
| | | Beagledata Technology (Beijing) Co., Ltd. | | 0.0288% |
| | | Qingdao Haichuanghui Technology Co., Ltd. | | 0.0124% |
| 5. | | Luogaoshi Technology (Beijing) Co., Ltd. (罗高仕科技(北京)有限公司) | | Lucas Group China Limited | | 100% |
| 6. | | Lucas Media Co., Ltd. (罗科仕文化传媒(北京)有限公司) | | Lucas Group China Limited | | 100% |
| 7. | | Luogaoshi Enterprise Consulting (Tianjin) Co., Ltd. (罗高仕企业管理咨询(天津)有限公司) | | Lucas Group China Limited | | 100% |
| 8. | | Jiangxi Magellan Technology Co., Ltd. (江西麦哲伦科技有限公司) | | Lucas Group China Limited | | 100% |
| 9. | | Shanghai Luojiashi Technology Co., Ltd. (上海罗佳仕科技有限公司) | | Lucas Group China Limited | | 100% |
| 10. | | Guangxi Luojiashi Technology Co., Ltd. (广西罗佳仕科技有限公司) | | Lucas Group China Limited | | 100% |
