Exhibit 8.2

 

中国北京建国门外大街1号国贸写字楼2座12-14层100004

12-14th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China

电话  Tel: +86 10 6563 7181  传真  Fax: +86 10 6569 3838

电邮  Email: beijing@tongshang.com  网址  Web: www.tongshang.com

February 20, 2024

Samfine Creation Holdings Group Limited

Flat B, 8/F, Block 4

Kwun Tong Industrial Centre

436-446 Kwun Tong Road

Kwun Tong, Kowloon

Hong Kong 

Dear Mesdames/Sirs,

1. We are lawyers qualified in the Mainland of People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws (as defined in Section 3).

2. We act as PRC counsel to Samfine Creation Holdings Group Limited (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 2,500,000 ordinary shares, par value of US$0.0000625 per share (the “Ordinary Shares”), of the Company, and the resale (the “Resale”) of up to 1,796,400 Ordinary Shares, by two existing shareholders of the Company, 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, and (b) the Company’s proposed listing of the Ordinary Shares on the Nasdaq Capital Market (the “Nasdaq”).

3. The following terms as used in this legal opinion (this “Opinion”) are defined as follows:

“PRC Laws”	means any and all officially published laws, regulations, statutes, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof.
“Trial Measures”	means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 which became effective on March 31, 2023.

“Measures for Cybersecurity Review”	means the Cybersecurity Review Measure jointly promulgated by the Cyberspace Administration of China (the “CAC”), together with other authorities on December 28, 2021, which became effective on February 15, 2022.
“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.
“PRC Subsidiaries”	refers to Samfine Printing (Shenzhen) Co., Ltd. and Shenzhen Samfine Cloud Printing Technology Limited, the subsidiaries of the Company incorporated in the PRC..
“Prospectus”	mean the prospectus, including all amendments or supplements thereto, that form parts of the Registration Statement.

4. We have examined the originals or copies, certified or otherwise identified to our satisfaction, provided to us by the Company, the PRC Subsidiaries 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, the certificates issued by the PRC Authorities and officers of the Company (collectively, the “Documents”). In reviewing the Documents and for the purpose of this opinion, we have assumed:

(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 factual statements contained in the Documents;

(4) that the Documents 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 and the PRC Subsidiaries in response to our enquiries for the purpose of this opinion is true, accurate, complete and not misleading, and that the Company and the PRC Subsidiaries 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 (apart from PRC Subsidiaries) of the Documents have the requisite power and authority to enter into, execute, deliver and perform the Documents;

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(7) that all parties (apart from PRC Subsidiaries) of the Documents have duly executed, delivered and performed the Documents and will duly perform their obligations under the Documents;

(8) that all Governmental Authorizations and other official statement or documentation were obtained from competent PRC Authorities by lawful means;

(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 this opinion is limited to matters of the PRC Laws effective as the date hereof. We have not investigated, and we do not express or imply any opinion on accounting, auditing, or laws of any other jurisdiction.

5. Based upon 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) Under the Trial Measures, domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application. The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrations or stock exchanges for its offering and listing and will complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for its listing yet need to make filings for subsequent offerings in accordance with the Trial Measures. The companies that have already submitted an application for an initial public offering to overseas supervision administrations prior to the effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing may arrange for the filing within a reasonable time period and should complete the filing procedure before such companies’ overseas issuance and listing.

In view of the above and based on our understanding of the relevant PRC laws and regulations as of the date of this prospectus, the Offering will be identified as an indirect overseas issuance and listing of the PRC subsidiaries by CSRC, in view of the fact that the Trial Measures have come into effect on 31 March 2023, the Company shall fulfill the filing procedure with the CSRC as per requirement of the Trial Measures. As of the date of this Opinion, the Company has submitted required material and responded to questions in connection with the CSRC filing, and expects to obtain CSRC approval prior to the proposed initial public offering and listing on the Nasdaq Stock Market. However, if the Company do not comply with the filing procedures according to the Administration Measures or if the filing materials contain false records, misleading statements or material omissions, the CSRC may order the Company to rectify such non-compliance, issue a warning, and impose a fine of not less than RMB1 million and not more than RMB10 million.

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(2) Given that the Measures for Cybersecurity Review provides that network platform operators and operators of critical information infrastructure shall subject to cybersecurity review under certain circumstances, to the best of our knowledge after due inquiry and as confirmed by the Company, during 2020, 2021 and as of the date of this Opinion, (i) neither the Company nor its PRC Subsidiaries operates any network platform or provides any network service for individual users, (ii) all the customers and suppliers of the PRC Subsidiaries are enterprises, (iii) the Company and its PRC Subsidiaries have possessed substantially less than 1 million users of personal information in their business operations, (iv) neither the Company nor its PRC Subsidiaries is recognized as an “operator of critical information infrastructure” by any authentic authority; (v) neither the Company nor its PRC Subsidiaries has been involved in any investigations initiated by the CAC, or received any inquiry, notice, warning, or sanction in such respect.

In view of the above and based on our understanding of the current PRC Laws, neither the Company nor its PRC Subsidiaries is subject to cybersecurity review with the CAC, to conduct its operations, the Offering and the Resale (including offering securities to foreign investors).

(3) To the best of our knowledge after due and reasonable inquiry, the PRC legal opinions in the Prospectus under the captions “Prospectus Summary”, “Risk Factors”, “Enforcement of Civil Liabilities”, “Regulation” and “Legal Matters” and elsewhere insofar, to the extent that such PRC legal opinions describe or summarize PRC legal or regulatory matters, or documents, agreements or proceedings governed by PRC Laws, are true, accurate and correct in all material respect.

(4) The statements set forth in the Prospectus under the caption “PRC Taxation” are true and accurate in all material respects as at the date hereof.

6. This Opinion is subject to the following qualifications:

(1) We are not qualified to issue legal opinion on the matters relating to the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

(2) This Opinion relates only to the PRC Laws and we express no opinion as to any other laws and regulations. There is no guarantee that any of the PRC Laws, or the interpretation thereof or enforcement therefor, will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect.

(3) 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 no part shall be extracted for interpretation separately from this Opinion.

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(4) This Opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, national security, good faith and fair dealing, applicable statutes of limitation, and the limitations by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditor’s rights generally; (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable or fraudulent; (iii) judicial discretion with respect to the availability of injunctive relief, the calculation of damages, and the entitlement of attorneys’ fees and other costs; and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in connection with the interpretation, implementation and application of relevant PRC Laws.

This Opinion is given for the benefit of the addressee hereof in connection with the Offering and the Resale. 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.

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 “Prospectus Summary,” “Risk Factors”, “Enforceability of Civil Liabilities” 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.

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[Signature Page]

Yours sincerely,

/s/ Commerce & Finance Law Offices

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