Shanghai jintiancheng law firm
About Lets Holdings Group Co.Ltd(002398)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
Declaration matters 3 part I feedback reply 5 I. question 1 of feedback 5 II. Question 2 of feedback 10 III. question 3 of feedback 12 IV. question 4 of the feedback 16 v. question 5 of the feedback 22 VI. question 6 of feedback 29 the second part is the supplementary verification of matters related to the update of the issuer during the reporting period 41 I. approval and authorization of this offering 41 II. Substantive conditions of this offering 43 III. Major Shareholders and actual controllers of the issuer 52 IV. the share capital of the issuer and its evolution 54 v. business of the issuer 56 VI. related party transactions and horizontal competition 58 VII. Main properties of the issuer VIII. Major creditor's rights and debts of the issuer 66 IX. rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors 74 X. tax of the issuer 75 Xi. Application of funds raised by the issuer 76 XII. Litigation, arbitration or administrative punishment seventy-seven
Shanghai jintiancheng law firm
About Lets Holdings Group Co.Ltd(002398)
Public issuance of convertible corporate bonds
Supplementary legal opinion (I)
17f202100191 to: Lets Holdings Group Co.Ltd(002398)
Shanghai jintiancheng law firm (hereinafter referred to as "the firm" or "jintiancheng") accepts the entrustment of Lets Holdings Group Co.Ltd(002398) (hereinafter referred to as "the issuer" or "the company" or " Lets Holdings Group Co.Ltd(002398) "), and acts as the special legal adviser for the issuer's public issuance of convertible corporate bonds (hereinafter referred to as "the issuance") in accordance with the entrustment agreement for securities legal business signed between the issuer and the firm, On July 26, 2021, the exchange issued the lawyer work report of Shanghai jintiancheng law firm on Lets Holdings Group Co.Ltd(002398) public issuance of convertible corporate bonds (hereinafter referred to as "lawyer work report") and the legal opinion of Shanghai jintiancheng law firm on Lets Holdings Group Co.Ltd(002398) public issuance of convertible corporate bonds (hereinafter referred to as "legal opinion").
Whereas, the issuer has received the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 211962) (hereinafter referred to as the "feedback") issued by the CSRC on August 6, 2021; Meanwhile, the issuer disclosed the semi annual report of 2021 on August 24, 2021. The issuer updated the reporting period of this issuance to 2018, 2019, 2020 and January June 2021 (hereinafter referred to as the "reporting period"; among them, the period from April 1, 2021 to June 30, 2021 is the "new reporting period"). According to the relevant review requirements of the CSRC, our lawyers will check the questions required to be answered by lawyers in the feedback, and check the changes of the issuer and relevant legal matters from the issuance date of the lawyer's work report and legal opinion to the issuance date of this supplementary legal opinion or the new reporting period one by one, so as to issue this supplementary legal opinion.
Declaration matters
1、 In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), the rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance, and the facts that have occurred or exist before the issuance date of this supplementary legal opinion, They have strictly performed their statutory duties, followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this supplementary 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.
2、 The exchange and its handling lawyers only express opinions on legal issues related to the issuer's issuance, but do not express opinions on professional matters such as accounting, audit, credit rating and internal control. The quotation of some data and conclusions in relevant accounting reports, audit reports, credit rating reports and internal control reports in this supplementary legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions.
3、 In this supplementary legal opinion, we and our lawyers determine whether certain events are legal and effective based on the applicable laws, regulations, rules and normative documents when such events occur.
4、 The issuance of this supplementary legal opinion has been guaranteed by the issuer as follows:
(I) the issuer has provided the original written materials, copies, copies, confirmations or certificates required by the exchange to issue this supplementary legal opinion.
(II) the documents and materials provided by the issuer to the exchange are true, accurate, complete and effective without concealment, falsehood and major omissions. If the documents and materials are copies or copies, they are consistent and consistent with the original. 5、 For the fact that this supplementary legal opinion is very important and cannot be supported by independent evidence, the exchange issues legal opinions based on the supporting documents issued by relevant government departments, issuers or other relevant units. 6、 The statements made by our lawyers in the legal opinion and lawyer work report are applicable to this supplementary legal opinion. This supplementary legal opinion constitutes a necessary supplement to the legal opinion and lawyer work report, and should be understood and used together with the legal opinion and lawyer work report. The supplementary legal opinion of the lawyer shall prevail if it is inconsistent with the supplementary legal opinion of the lawyer. Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion and lawyer work report.
7、 The issuer agrees to submit this document as a necessary legal opinion and bear the corresponding legal responsibilities together with other legal opinions of the issuer.
8、 The exchange agrees that the issuer may quote some or all of the contents of this supplementary legal opinion in the application documents for this issuance or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
9、 This supplementary legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, the firm and its handling lawyers have issued this supplementary legal opinion in accordance with the relevant laws, regulations, rules and the relevant provisions of the CSRC, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
Part I feedback reply
1、 Feedback question 1
"The issuer shall supplement and disclose whether the shareholders, directors, supervisors and senior executives holding more than 5% of the shares of the listed company participate in the issuance and subscription of convertible bonds; if so, whether there is a plan or arrangement to reduce the shares of the listed company or the issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose it. The sponsor and lawyer shall express their verification opinions."
reply:
(I) shareholders holding more than 5% of the company's shares or directors, supervisors and senior executives about the subscription arrangements for participating in the issuance of convertible bonds
According to the register of shareholders provided by zhongdeng company and the verification of our lawyers, as of the date of issuance of this supplementary legal opinion, except for Mr. Cai Yongtai, the controlling shareholder of the issuer, and the person acting in concert, the issuer has no other shareholders holding more than 5%.
According to the issuance plan approved by the issuer's first extraordinary general meeting in 2021, the issuance objects of convertible corporate bonds are natural persons, legal persons, securities investment funds and other investors in compliance with legal provisions holding the securities account of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (except those prohibited by national laws and regulations). The convertible corporate bonds issued this time shall be placed preferentially to the original shareholders, and the specific proportion shall be submitted to the general meeting of shareholders to authorize the board of directors to determine according to the market conditions before issuance, and shall be disclosed in the issuance announcement of this issuance.
The subscription arrangements of shareholders, directors, supervisors and senior managers holding more than 5% of the issuer's shares for participating in the issuance of convertible bonds are as follows:
Serial number name / Title / whether the shareholder subscribes, and whether there is a stock reduction plan in the next 6 months
1. Whether Cai Yongtai (Note 1) shareholders and directors holding more than 5% shares
Secretary general and general manager
2 Ma Xiuxing (Note 2) whether the director and executive deputy general manager
3 li Xiaobin (Note 3) whether the director and Deputy General Manager
4. Whether director Lin Xiangyi and the Secretary of the board of directors
5. Whether director Liu Jingying
6. Whether director Dai Xinghua
7 Xiao Hong independent director no
8 Liu Xiaolong independent director no
9. Independent director Wang Zhe no
10 is Ruan Minquan the chairman of the board of supervisors
11. Whether supervisor Yin Jun
12 Qiu Faqiang employee representative supervisor no
13 Ye bin (Note 4) deputy general manager no yes
No. 14 private equity fund Cai Yongtai's concerted action person no
15 No. 10 private equity fund Li Xiaobin's concerted action person no
Note 1: Cai Yongtai transferred 10.18 million Lets Holdings Group Co.Ltd(002398) shares to the private equity fund No. 9 acting in concert through the block trading system of Shenzhen Stock Exchange from June 29, 2021 to July 1, 2021, and the share transfer has been completed. Cai Yongtai and private equity fund No. 9 have signed the agreement of persons acting in concert. This share transfer is an internal transfer between CAI Yongtai and persons acting in concert. Cai Yongtai promises not to directly or indirectly reduce the issuer's shares or convertible bonds from the first six months from the date of subscribing for the convertible bonds issued this time to the six months after the completion of this issuance; The persons acting in concert promised not to participate in the subscription of convertible corporate bonds.
Note 2: Ma Xiuxing reduced 4300000 shares of the issuer's shares through the block trading system of Shenzhen Stock Exchange on July 14, 2021.
Note 3: from July 13, 2021 to July 16, 2021, Li Xiaobin transferred 7.33 million Lets Holdings Group Co.Ltd(002398) shares to private equity fund No. 10 acting in concert through the block trading system of Shenzhen Stock Exchange, and the share transfer has been completed. Li Xiaobin and private equity fund No. 10 have signed the agreement of persons acting in concert. This share transfer is an internal transfer between Li Xiaobin and persons acting in concert. Li Xiaobin promises not to directly or indirectly reduce the issuer's shares or convertible bonds to the market from the first six months from the date of subscribing for the convertible bonds issued to the completion of this issuance; The persons acting in concert promised not to participate in the subscription of convertible corporate bonds.
Note 4: the issuer issued the pre disclosure announcement on the share reduction plan of the company's vice president on July 17, 2021. Ye bin plans to reduce no more than 1288162 shares of the company by centralized bidding from August 9, 2021 to February 8, 2022.
(II) relevant commitments of shareholders, directors, supervisors and senior managers holding more than 5% of the company on the issuance and subscription of convertible bonds
1. Commitment of shareholders holding more than 5% of the issuer to subscribe for the issuance of convertible bonds
According to the controlling shareholder of the issuer
