Exhibit 99.2

 

Suite 45/F, K.Wah Centre, 1010 Huaihai Road (M), Xuhui District, Shanghai, China

Tel: (86-21) 5404-9930 Fax: (86-21) 5404-9931

March 2, 2021

To: Ebang International Holdings, Inc.

26-27/F, Building 3, Xinbei Qianjiang International Building

Qianjiang Economic and Technological Development Zone

Yuhang District, Hangzhou, Zhejiang

People’s Republic of China

Re: Certain PRC Law Matters of Ebang International Holdings, Inc. (the “Company”)

Dear Sir/Madam,

We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of issuing this opinion, excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan) and as such are qualified to issue this opinion with respect to all laws, regulations, statutes, rules, decrees, guidelines, notices, and judicial interpretations and other legislations of the PRC currently in force and publicly available as of the date hereof (hereinafter referred to as the “PRC Laws”).

We are acting as your PRC legal counsel in connection 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 Securities and Exchange Commission (the “SEC”) in relation to the offer and resale by the Selling Shareholders (as defined in the Registration Statement) of up to an aggregate 13,600,000 Class A ordinary shares, par value HK$0.001 per share ( the “Shares”) of the Company, issuable upon exercise of certain outstanding Class A ordinary share purchase warrants at an exercise price of $11.06 per share(the “Warrants,” as exercised, the “Warrant Shares”), which warrants were originally issued to the Selling Shareholders on February 23, 2021 in connection with the inducement agreements, each dated February 22, 2021 (the “Inducement Agreements”), to induce the Selling Shareholders to exercise certain warrants to purchase up to an aggregate of 13,600,000 Class A ordinary shares issued by the Company as part of the prior two public offerings during November 2020 to February 2021 at an exercise prices of $5.50 and $5.25, respectively.

The following terms as used in this opinion are defined as follows.

“PRC Entities” means the PRC subsidiaries of the Company as Hangzhou Ebang Hongfa Technology Co., Ltd. (杭州亿邦鸿发科技有限公司), Zhejiang Ebang Communication Technology Co., Ltd.(浙江亿邦通信科技有限公司), Wuhai Ebang Information Technology Co., Ltd. (乌海亿邦信息技术有限公司), Hangzhou Ebang Jusheng Technology Co., Ltd. (杭州亿邦聚盛科技有限公司), Hangzhou Ebang Hongling Technology Co., Ltd. (杭州亿邦鸿领科技有限公司), Hangzhou Dewang Information Technology Co., Ltd. (杭州德旺信息技术有限公司), Zhejiang Ebang Information Technology Co., Ltd. (浙江亿邦信息技术有限公司), Yunnan Ebang Information Technology Co., Ltd. (云南亿邦信息技术有限公司) and Hangzhou Ebang Shuotai Technology Co.,Ltd. (杭州亿邦硕泰技术有限公司); and the PRC branches of the Company as Zhejiang Ebang Communication Technology Co., Ltd. Wuhan Branch (浙江亿邦通信科技有限公司武汉分公司) and Hangzhou Dewang Information Technology Co., Ltd. Shanghai Branch (杭州德旺信息技术有限公司上海分公司).

“Foreign Investment Law” means the Foreign Investment Law of the People’s Republic of China passed by the Standing Committee of the National People’s Congress of the PRC on March 15, 2019 and came into effect on January 1, 2020.

“Negative List” means the Special Administrative Measures for Access of Foreign Investment (2020 Edition) issued by the Ministry of Commerce of the PRC and the National Development and Reform Commission the PRC on June 23, 2020 and came into effect on July 23, 2020.

For the purpose of giving this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of corporate records, agreements, documents and other instruments provided to us and such other documents or certificates issued by governmental authorities or representations made by officials of government authorities or other public organizations and by officers or representatives of the Company as we have deemed necessary and appropriate as a basis for the opinions hereinafter set forth.

In rendering the opinions expressed below, we have assumed:

(a) the authenticity of the documents submitted to us as originals and the conformity to the originals of the documents submitted to us as copies;

(b) the truthfulness, accuracy and completeness of all corporate minutes, resolutions and documents of or in connection with the PRC Entities as they were presented to us;

(c) that the documents and the corporate minutes and resolutions which have been presented to us remain in full force and effect as of the date hereof and have not been revoked, amended, varied or supplemented, except as noted therein;

(d) in response to our due diligence inquiries, requests and investigation for the purpose of this opinion, all the relevant information and materials that have been provided to us by the Company and the PRC Entities, including all factual statements in the documents and all other factual information provided to us by the Company and the PRC Entities, and the statements made by the Company, the PRC Entities and relevant government officials, are true, accurate, complete and not misleading, and that the Company has not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part. Where important facts were not independently established to us, we have relied upon certificates issued by governmental authorities and appropriate representatives of the Company and/or other relevant entities and/or upon representations made by such persons in the course of our inquiry and consultation;

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(e) that all parties to the documents provided to us in connection with this opinion, other than the PRC Entities, have the requisite power and authority to enter into, and have duly executed, delivered and/or issued those documents to which they are parties, and have the requisite power and authority to perform their obligations thereunder; and

(f) with respect to all parties, the due compliance with, and the legality, validity, effectiveness and enforceability under, all laws other than the laws of the PRC.

In giving this opinion, we have assumed and have not verified the accuracy as to financial or auditing matters of each document we have reviewed, and have relied upon opinions or reports issued by overseas legal advisers, auditors and reporting accountants of the Company. For the avoidance of doubt, we render no opinion as to and are not responsible for: (a) tax structuring or other tax matters; (b) financial, appraisal or accounting matters; and (c) review of technical or environmental issues.

We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions based on any laws other than the laws of the PRC and accordingly express no legal opinion herein based upon any laws other than the PRC.

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

1. 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 jurisdiction where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of 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 law 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.

2. The statements made in the Registration Statement under the caption “Taxation—PRC,” with respect to the PRC tax laws and regulations or interpretations, constitute true and accurate descriptions of the matters described therein in all material aspects.

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3. To the best of our knowledge after due and reasonable inquiry, the statements set forth in the Registration Statement under the captions “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Dividend Policy,” “Enforceability of Civil Liabilities,” “Corporate History and Structure,” “Business,” “Regulation,” and “Taxation”, in each case insofar as such statements describe or summarize PRC legal or regulatory matters, are true and accurate in all material aspects, and correctly set forth therein, and nothing has come to our attention, insofar as the PRC Laws are concerned, that causes us to believe that there is any omission which will cause such statements misleading in any material respect.

4. As far as we are concerned, nothing has come to our attention that the interpretation and implementation of the Foreign Investment Law and the extent that it may be applicable to, will have any adverse effects on any of the PRC businesses of the Company in any material aspects, for the reason that the business scope of the PRC Entities does not fall into the Negative List provided for under the Foreign Investment Law.

The foregoing opinion is further subject to the following qualifications:

(a) we express no opinion as to any Laws other than the PRC Laws in force on the date of this opinion;

(b) the PRC Laws referred to herein are Laws currently in force and there is no guarantee that any of such Laws, or the interpretation thereof or enforcement therefore, will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect;

(c) this opinion is intended to be used in the context which is specifically referred to herein and each section should be looked on as a whole regarding the same subject matter; and

(d) this opinion is subject to the effects of (i) certain legal or statutory principles affecting the validity and enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation; (ii) any circumstance in connection with 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 indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

This opinion is delivered in our capacity as the Company’s PRC legal counsel solely for the purpose of 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 reference to our name in such Registration Statement. We do not thereby admit that we fall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

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Yours faithfully,

/s/ Jingtian & Gongcheng

Jingtian & Gongcheng

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