EX-99.2 21 d569067dex992.htm EX-99.2 EX-99.2

Shanghai· Beijing·Shenzhen ·Hong Kong ·Guangzhou
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24
200041
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Ref. 18CF0255

 

Exhibit 99.2

FANGDA PARTNERS

 

LOGO

24/F HKRI Centre Two

HKRI Taikoo Hui

288 Shi Men Yi Road

Shanghai 200041, PRC

 

  

To: LAIX Inc.

August 31, 2018

Re: Legal Opinion on Certain PRC Law Matters

Dear Sirs,

We are lawyers qualified in the People’s Republic of China (the “PRC,” which, for the purpose of this opinion, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and are qualified to issue an opinion on PRC Laws (as defined below).

We are acting as PRC legal counsel to LAIX Inc. (formerly known as LingoChamp Inc., the “Company”), solely in connection with (A) 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, relating to the initial public offering (the “Offering”) by the Company of a certain number of the Company’s American depositary shares (the “ADSs”), each representing a certain number of ordinary share of par value US$0.001 per share of the Company, and (B) the proposed issuance and sale of the Company’s ADSs and the proposed listing and trading of the Company’s ADSs on the New York Stock Exchange.

As used in this opinion, (A) “PRC Authorities” 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; (B) “PRC Laws” means all laws, statutes, regulations, orders, decrees, notices, circulars, judicial interpretations and other legislations of the PRC effective and available to the public as of the date hereof; (C) “Governmental Authorizations” means all approvals, consents, certificates, authorizations, filings, registrations, exemptions, permissions, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any applicable PRC Laws; (D) “WFOEs” means Yuguan Information Technology (Shanghai) Co., Ltd. (“Yuguan”), and Yulin Cultural Communication (Shanghai) Co., Ltd.; (E) “VIE Entities” means Shanghai Liulishuo Information and Technology Co., Ltd. (“Shanghai Liulishuo”), Shanghai Mengfan Cultural Communication Co., Ltd. (“Shanghai Mengfan”), and Jiangsu Liulishuo Education Technology Co., Ltd. (“Jiangsu Liulishuo”); (F) the “M&A Rules” means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the State Administration of Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Registration Statement.

 

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In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, provided to us by the Company, the WFOEs and the VIE Entities and such other documents, corporate records, certificates, Governmental Authorizations and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including, without limitation, originals or copies of the agreements listed in Appendix A hereof (the “VIE Agreements”) and the certificates issued by the PRC Authorities and officers of the Company, the WFOEs and the VIE Entities (collectively, the “Documents”).

In reviewing the Documents and for the purpose of this opinion, we have assumed without further inquiry or investigation:

 

(1)

the genuineness of all the signatures, seals and chops;

 

(2)

the authenticity of the Documents submitted to us as originals and the conformity with the originals of the Documents provided to us as copies and the authenticity of such originals;

 

(3)

the truthfulness, accuracy, completeness and fairness of all the Documents, as well as the factual statements contained in such Documents;

 

(4)

that the Documents provided to us remain in full force and effect up to the date of this opinion and have not been revoked, amended, varied or supplemented except as otherwise indicated in such Documents;

 

(5)

that all information (including factual statements) provided to us by the Company, the WFOEs and the VIE Entities in response to our enquiries for the purpose of this opinion is true, accurate, complete and not misleading, and that the Company, the WFOEs and the VIE Entities have not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part;

 

(6)

that all parties other than the WFOEs and the VIE Entities have the requisite power and authority to enter into, execute, deliver and perform the Documents to which they are parties;

 

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(7)

that all parties other than the WFOEs and the VIE Entities have duly executed, delivered and performed the Documents to which they are parties, and all parties will duly perform their obligations under the Documents to which they are parties;

 

(8)

that all Governmental Authorizations and other official statement or documentation are obtained from competent PRC Authorities by lawful means in due course;

 

(9)

that all the Documents are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws; and

 

(10)

that no issuance and sale of the ADSs have been or will be made directly or indirectly within the PRC in accordance with the Underwriting Agreement and each of the Underwriting Agreement and the Deposit Agreement is not executed in the PRC.

 

I.

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:

 

(i)

Based on our understanding of the current PRC Laws (a) the ownership structure of Yuguan and the VIE Entities, both currently and immediately after giving effect to the Offering, does not and will not violate applicable PRC Laws; and (b) VIE Agreements among Yuguan, the VIE Entities and their respective shareholders governed by PRC law both currently and immediately after giving effect to the Offering are valid, binding, and do not and will not violate applicable PRC Laws, except that the pledge of equity interest in Jiangsu Liulishuo is still pending for registration with the local branch of the State Administration for Market Regulation (formerly known as the State Administration for Industry and Commerce), or the SAIC, before completion of which, the pledge over the equity interests in Jiangsu Liulishuo would not be deemed validly created. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC Authorities will take a view that is not contrary to or otherwise different from our opinion stated above.

 

(ii)

The M&A Rules, among other things, purport to require that offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and this Offering may ultimately require approval from the CSRC. Based on our understanding of the PRC Laws (including the M&A Rules), a prior approval from the CSRC is not required under the M&A Rules for the Offering because (i) our wholly owned PRC subsidiaries were established by foreign direct investment, rather than through a merger or acquisition of a domestic company as defined under the M&A Rules, and (ii) there is no statutory provision that clearly classifies the contractual arrangements among Yuguan, the VIE Entities and their respective shareholders as a type of acquisition transaction regulated by the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

 

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(iii)

The summary of the contractual arrangements under the heading “Corporate History and Structure — Contractual Arrangements with Our VIEs and Their Respective Shareholders,” to the extent that it constitutes matters of PRC Laws, are correct and accurate in all material aspects, and nothing has been omitted from such statements which would make the same misleading in any material aspect.

 

(iv)

The statements made in the Registration Statement under the heading “Taxation —PRC Taxation,” to the extent that the discussion states definitive legal conclusions under PRC tax laws and regulations, subject to the qualifications therein, constitute our opinion on such matters.

 

II.

Qualifications

This opinion is subject to the following qualifications:

 

(a)

This opinion is subject to, in so far as it relates to the validity and enforceability of a contract, (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws in the PRC affecting creditors’ rights generally; (ii) possible judicial, arbitral or administrative actions or any PRC Law affecting creditors’ rights; (iii) certain equitable, legal or statutory principles affecting the validity and enforceability of contractual rights generally under the concepts of public interest, interest of the state, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, or coercionary at the conclusions thereof; and (v) any possible judicial discretion, discretion of arbitration tribunal or administrative action affecting creditors’ rights or with respect to the availability of indemnifications, remedies, defenses or injunctive relief, the calculation of damages, the entitlement of attorneys’ fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process.

 

(b)

This opinion is subject to the discretion of any competent PRC legislative, administrative, judicial or arbitration tribunals in exercising their authority to change any PRC Laws or the implementation, interpretation or application thereof in any form.

 

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(c)

This opinion relates only to PRC Laws and we express no opinion as to any other laws and regulations. This opinion is based on PRC Laws currently in force and the interpretation and implementation thereof as of the date of this opinion. There is no guarantee that any of PRC Laws, or the interpretation thereof or implementation thereof, will not be changed, amended, revoked or replaced in the immediate future or in the longer term with or without retrospective effect.

 

(d)

No independent search, investigation or other verification action has been conducted by us with the PRC Authorities for the purpose of issuing this opinion.

 

(e)

As used in this opinion, the term “enforceable” or “enforceability” means that the obligations assumed by the relevant obligors under the relevant documents are 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.

This opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole regarding the same subject matter and no part should be extracted and referred to independently.

This opinion is delivered by us in our capacity as the Company’s PRC legal advisers solely for the purpose of and in connection with the Registration Statement publicly submitted to the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name under the captions “Risk Factors”, “Enforceability of Civil Liabilities,” “Corporate History and Structure,” “Regulation” and “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 U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours sincerely,

/s/ Fangda Partners

Fangda Partners, PRC Lawyers

 

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Appendix A List of VIE Agreements

 

(1)

Exclusive Technology Service Agreement between Shanghai Liulishuo and Yuguan dated May 29, 2018;

 

(2)

Proxy Agreement among Yuguan, Shanghai Liulishuo and the shareholders of Shanghai Liulishuo dated May 29, 2018;

 

(3)

Exclusive Call Option Agreement among Yuguan, Shanghai Liulishuo and the shareholders of Shanghai Liulishuo dated May 29, 2018;

 

(4)

Equity Pledge Agreements among Yuguan, Shanghai Liulishuo and the shareholders of Shanghai Liulishuo dated May 29, 2018;

 

(5)

Exclusive Technology Service Agreement between Shanghai Mengfan and Yuguan dated May 29, 2018;

 

(6)

Proxy Agreement among Yuguan, Shanghai Mengfan and the shareholders of Shanghai Mengfan dated May 29, 2018;

 

(7)

Exclusive Call Option Agreement among Yuguan, Shanghai Mengfan and the shareholders of the VIE Entity dated May 29, 2018;

 

(8)

Equity Pledge Agreements among Yuguan, Shanghai Mengfan and the shareholders of Shanghai Mengfan dated May 29, 2018;

 

(9)

Exclusive Technology Service Agreement between Jiangsu Liulishuo and Yuguan dated May 29, 2018;

 

(10)

Proxy Agreement among Yuguan, Jiangsu Liulishuo and the shareholders of Jiangsu Liulishuo dated May 29, 2018;

 

(11)

Exclusive Call Option Agreement among Yuguan, Jiangsu Liulishuo and the shareholders of Jiangsu Liulishuo dated May 29, 2018; and

 

(12)

Equity Pledge Agreements among Yuguan, Jiangsu Liulishuo and the shareholders of Jiangsu Liulishuo dated May 29, 2018.

 

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