Letter of inquiry on
Legal opinion
To: Boomsense Technology Co.Ltd(300312)
Beijing Bairui law firm has accepted the entrustment of Boomsense Technology Co.Ltd(300312) (hereinafter referred to as bangxun company) to issue this legal opinion on the relevant matters that need to be verified and commented by lawyers in the inquiry letter on Boomsense Technology Co.Ltd(300312) of Shenzhen Stock Exchange [gem inquiry letter [2022] No. 21].
Statement: in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees that your company will take this legal opinion as the legal document of the entrusted matters, submit it to Shenzhen stock exchange together with other documents for review, and make an announcement at the request of Shenzhen Stock Exchange.
1、 Verification of the specific process and details of signing the letter of commitment for irrevocable exemption
1. Verification of the signing process of the letter of commitment for irrevocable exemption
On December 20, 2021, Zhang Qingwen, the legal representative of bangxun company, entrusted Chen Zheng, the lawyer of the firm, to negotiate with Zhong Xuqiang, the creditor, on the exemption of the guarantee liability of bangxun company. On December 22, 2021, Chen Zheng arrived at Baiye company of Shenzhen Rongchao economic and Trade Center. Zhong Xuqiang did not appear, but lawyers Chen Shuiming and Zhou Junbo appeared on behalf of Zhong Xuqiang. Chen Shuiming, Liu Mou, Ma Mou, Liao Jicong and others claim that they are the actual contributors of the loan to Zhang Qingwen (hereinafter referred to as the “capital party”), so they will negotiate. Chen Shuiming and others proposed that the adult children of the principal debtor Zhang Qingwen should be guaranteed to replace the guarantee of bangxun company. The two sides failed to reach an agreement on this, and Chen Zheng returned to Beijing on December 23. Since then, bangxun company entrusted Chen Zhongping to continue to communicate with Zhong Xuqiang. After the preliminary communication of bangxun company, Zhong Xuqiang has basically agreed to issue the irrevocable exemption commitment letter, and Zhang Yiming, as an adult child of Zhang Qingwen, also agreed to replace the guarantee of bangxun company by providing his own guarantee.
On December 30, 2021, bangxun entrusted lawyer Yan Junhua of Beijing Kangda law firm to go to Shenzhen and arrived at No. 4028, Jintian Road, Futian District, Shenzhen to further communicate with Chen Shuiming and others. After negotiation in the afternoon of December 30 and the next day, the two sides finally reached that the debtor should compensate the creditor by 500000 yuan, and Chen Shuiming and others agreed to issue the irrevocable exemption commitment letter. At the same time, the funder asked Zhang Qingwen’s daughter Zhang Yiming to provide the same guarantee, and asked Zhang Yiming to provide real estate certificates from Beijing, Shanghai, Guangzhou, Shenzhen, Fujian and other places. He telephoned Zhang Yiming on how to download the app and how to check the real estate and social security under his name. Zhang Yiming did it one by one, and sent the screenshots of the information found to the other party. After no real estate was found under his name, Therefore, Zhang Yiming agreed to issue a guarantee in the form of a letter of commitment. So far, the two sides have reached a complete agreement.
Zhang Qingwen entrusted Gao Haoliang, an employee of bangxun company, to remit 500000 yuan (150000 yuan for the first and 350000 yuan for the second) to the creditor Zhong Xuqiang’s account on December 31, 2021 and January 1, 2022. Then Chen Shuiming and others agreed that Zhong Xuqiang would sign the irrevocable exemption commitment letter to bangxun company.
In the afternoon of that day, lawyer Yan Junhua went to Zhong Xuqiang’s location and witnessed Zhong Xuqiang personally signing the irrevocable exemption commitment letter. After Zhong Xuqiang signed, he handed the irrevocable exemption commitment letter to lawyer Yan Junhua on the spot. Lawyer Yan Junhua recorded a video of Zhong Xuqiang’s signing process. At the same time, Zhang Yiming’s letter of commitment was reviewed and approved by the lawyer of the fund side and Chen Shuiming, and signed by video in Beijing.
Before the two sides separated, Zhong Xuqiang answered a phone call and then told lawyer Yan Junhua that he would go to Shenzhen in the evening to give these originals to the lawyer, and then give them to you in Beijing in the evening. Zhong Xuqiang asked lawyer Yan Junhua to take photos and send them back to bangxun company for financial treatment. Lawyer Yan Junhua immediately took a photo of Zhong Xuqiang holding the irrevocable exemption commitment letter in both hands, and a group photo of Zhong Xuqiang’s ID card and the irrevocable exemption commitment letter.
At noon on January 2, 2022, lawyer Yan Junhua returned to Beijing. At this time, lawyer pan entrusted by the funder had arrived in Beijing. However, before Yan Junhua’s law firm took off by plane, he received a call from Chen Shuiming asking Zhang Yiming to modify the letter of guarantee and increase the scope of guarantee. The two sides failed to reach an agreement on this. Both parties only delivered the electronic information materials jointly confirmed and signed, including the photos taken after Zhong Xuqiang and Zhang Yiming signed the letter of commitment and the video materials recorded when signing the letter of commitment, without handing over the original paper version of the letter of commitment. Bangxun company has not obtained the original paper version of the letter of commitment for irrevocable exemption.
2. Reasons why the creditor agrees to issue the irrevocable exemption commitment letter
Bangxun company and its controller have not reached any other agreement or interest arrangement with them on matters such as protecting the rights and interests of creditors. The reason why the creditor agreed to exempt the guarantee liability of bangxun company is that it has put forward two requirements to the actual controller of bangxun company, which have been met: one is to pay 500000 yuan in cash to the creditor; Second, Zhang Qingwen’s daughter provides the same guarantee liability. The creditor agrees to issue the letter of commitment for irrevocable exemption only after both requirements are met. 3. Legal opinions on Exemption of bond news company from guarantee liability
For creditors, bond news company only guarantees the guarantee liability. Although the creditor has issued the irrevocable exemption commitment letter, the creditor’s creditor’s rights have not been impaired. Although the creditor unconditionally exempted the guarantee liability of bangxun company, he also received the unlimited joint and several liability guarantee issued by Zhang Yiming, the daughter of Zhang Qingwen, the actual controller of bangxun company, and another 500000 yuan in cash. This transaction complies with the principles of equality, voluntariness and fairness stipulated in Articles 4, 5 and 6 of the civil code. 2、 Legal opinion on the effectiveness of the letter of commitment on irrevocable exemption
1. The letter of commitment on irrevocable exemption complies with the written form prescribed by law and has come into force. Article 135 of the civil code of the people’s Republic of China stipulates that “civil legal acts can be in written form, oral form or other forms; if laws, administrative regulations or the parties agree to adopt specific forms, they shall adopt specific forms.”
Article 469 of the civil code of the people’s Republic of China stipulates: “the parties may conclude a contract in written form, oral form or other forms.
Written form is a form that can tangibly express the contents contained in a contract, letter, telegram, telex, fax, etc.
A data message that can tangibly express the contents contained by means of electronic data exchange, e-mail, etc., and can be accessed at any time shall be regarded as a written form. “
Article 4 of the electronic signature law of the people’s Republic of China stipulates: “data messages that can tangibly express the contents contained and can be accessed at any time shall be regarded as written forms that meet the requirements of laws and regulations.
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Judging from the videos, photos and other contents of signing the irrevocable exemption commitment letter and guarantee commitment letter provided by bangxun company, lawyer Yan Junhua and Zhang Yiming, the written form conforming to the above legal provisions is the true expression of intention of both parties. The letter of commitment for irrevocable exemption can be written in both paper version and electronic data version. Although the paper version of the letter of commitment on irrevocable exemption is returned by the creditor, Zhong Xuqiang himself has never denied the legal effect and content of the letter of commitment on irrevocable exemption signed by himself and the letter of commitment on guarantee signed by Zhang Yiming. The letter of commitment on irrevocable exemption has taken legal effect in accordance with the law. The original copy of the bond inquiry can be revoked at any time after the creditor delivers the original copy of the bond inquiry agreement, but the electronic version of the bond inquiry agreement can still be revoked at any time. If the creditor fails to fulfill the obligations of the irrevocable exemption commitment letter, bangxun company can appeal to the court for settlement to safeguard its legitimate rights and interests. In case of any dispute between the creditor and bangxun company, bangxun company can defend according to the facts and relevant legal provisions that have been found out by our lawyers.
Article 7 of the letter of commitment on irrevocable exemption stipulates that this letter of commitment shall come into force from the date of my signature, and the promisor shall be signed by Zhong Xuqiang on December 31, 2021. After verification by our lawyers, there are no other effective conditions for the irrevocable exemption commitment letter. Failure to deliver the original paper version does not mean failure to take effect.
2. The contents reported by the creditor are inconsistent with the facts and violate the provisions of the law
First, the creditor Zhong Xuqiang has not put forward different opinions on the irrevocable exemption commitment letter to bangxun company so far. Chen Shuiming is an outsider and not a legal creditor. He has no right to raise different opinions as a creditor on the guarantee between Zhong Xuqiang and bangxun company. To say the least, even if Chen Shuiming can represent Zhong Xuqiang to ask for an increase in Zhang Yiming’s guarantee liability on the day after the signing and entry into force of the irrevocable exemption commitment letter, he will not recognize the irrevocable exemption commitment letter and refuse to deliver the original, which is an illegal act of malicious breach of contract.
Second, Article 141 of the civil code of the people’s Republic of China stipulates that the perpetrator may withdraw the expression of intention. The notice of withdrawal of the expression of intention shall reach the opposite party before or at the same time as the expression of intention.
According to the above provisions: first, the withdrawal of intention should be made by the actor; Secondly, the time of withdrawal cannot be after the expression of intention reaches the opposite party. After Zhong Xuqiang signed and delivered the letter of commitment on irrevocable exemption to lawyer Yan Junhua, he asked for the original on the ground of entrusting his lawyer to Beijing for handover. Obviously, the legal effect of the withdrawal of intention cannot occur. According to the information verified by our lawyers, in addition to the paper version, there are also forms such as videos and photos, which also comply with the written form stipulated by the law, and both parties have made handover. The letter of commitment on irrevocable exemption has legal effect and is irrevocable no matter whether the original paper version is delivered to bangxun company or not. 3、 Verification and legal opinions on whether there are serious differences between the two sides on the specific details of the creditor’s rights and debts. The two sides do not have differences on the creditor’s rights and debts themselves, including the scope of bond news’s guarantee. The two sides have fully reached an agreement when signing the irrevocable exemption commitment letter and guarantee commitment letter. If there is disagreement, it will not be signed. Only on the second day after the letter of commitment on irrevocable exemption and letter of commitment on guarantee came into force after being signed by both parties, Chen Shuiming of the fund side intended to modify the guarantee scope of Zhang Yiming. For this, the two sides had differences and did not reach an agreement. After the irrevocable exemption commitment letter was signed and delivered, the creditor asked for the original paper version on the ground that lawyers were required to deliver it to Beijing. On the second day after the irrevocable exemption commitment letter was signed and came into effect, the creditor refused to deliver the original paper version if the scope of guarantee of Zhang Yiming was not met, Further, it is against the legal principle of good faith to report to the Shenzhen Stock Exchange on the grounds that there are still serious differences in the specific details of creditor’s rights and debts.
4、 The creditor fails to fulfill the letter of commitment for irrevocable exemption
The creditor failed to submit a written request to the court not to enforce the relevant responsibilities and property of bangxun company in accordance with the commitment in the irrevocable exemption commitment letter. At present, the cases involved in the irrevocable exemption commitment letter are still enforced by Beijing No. 1 Intermediate People’s court.
5、 The information disclosed in the announcement on partial debt exemption of bangxun company is true and accurate, but the integrity is lacking.
The announcement on partial debt exemption (Announcement No.: 2022002) issued by bangxun company on January 6, 2022 is true and accurate, and there are no false records and misleading statements. However, it has not been disclosed that the creditor has not delivered the original after signing the irrevocable exemption commitment letter, Necessary measures shall be taken to make corrections in accordance with the relevant requirements on information disclosure in the measures for the administration of information disclosure of listed companies (revised in 2021) and the gem stock listing rules (revised in December 2020).
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Beijing Bairui law firm (seal)
Person in charge: Wang Zhiqiang
Lawyer in charge: Wang Dacheng
Wang Deli
March 1, 2022
Beijing Bairui law firm address: 20 / F, block a, Sinosteel Engineering & Technology Co.Ltd(000928) Plaza, No. 8, Haidian Street, Haidian District, Beijing Tel: 01088862787
