Shanghai jintiancheng law firm
About Lets Holdings Group Co.Ltd(002398)
Public issuance of convertible corporate bonds
Supplementary legal opinion (II)
Address: 9/11/12 level, Shanghai Center Tower, 501 Yingcheng Middle Road, Pudong New Area, Shanghai.
Tel: 02120511000 Fax: 02120511999
Postal Code: 200120
catalogue
1、 Question 1 of the preparation letter 3 II. Question 2 of the preparation letter 14 III. question 3 of the preparation letter fifty-seven
Shanghai jintiancheng law firm
About Lets Holdings Group Co.Ltd(002398)
Public issuance of convertible corporate bonds
Supplementary legal opinion (II)
17f202100193 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 the “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 the “legal opinion”), On December 28, 2021, it issued the supplementary legal opinion (I) of Shanghai jintiancheng law firm on Lets Holdings Group Co.Ltd(002398) public issuance of convertible corporate bonds (hereinafter referred to as the “supplementary legal opinion (I)”), and the special verification opinion of Shanghai jintiancheng law firm on Lets Holdings Group Co.Ltd(002398) public issuance of convertible corporate bonds (hereinafter referred to as the “special verification opinion”).
In view of the issuer’s receipt of the letter on making preparations for the meeting of the issuance and Examination Committee of Lets Holdings Group Co.Ltd(002398) public offering of convertible bonds (hereinafter referred to as the “preparation letter”) approved and issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on January 4, 2022, our lawyers checked the relevant issues involved in the preparation letter and issued this supplementary legal opinion as required.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the issuance date of this supplementary legal opinion, the firm and its handling lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification, Ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, that the concluding opinions issued are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
This supplementary legal opinion is used together with the original lawyer work report, legal opinion, supplementary legal opinion (I) and special verification opinion (hereinafter collectively referred to as the “original legal opinion”), and the contents of the original legal opinion that have not been modified by this supplementary legal opinion remain valid. The abbreviation used in this supplementary legal opinion has the same meaning as the abbreviation used in the original legal opinion. The matters stated by the firm and its lawyers in the original legal opinion are applicable to this supplementary legal opinion.
Question 1 of the preparation letter
“On external guarantee. According to the feedback, shuangrun small loan, a joint-stock company of the issuer, plans to apply for a loan with a total amount of no more than 150 million yuan from Xiamen Bank Co.Ltd(601187) and other banks. The issuer holds 10% of the equity of shuangrun small loan and plans to undertake a joint and several liability guarantee of 10% of the loan amount for a period of three years. The above matters have been deliberated and approved at the seventh meeting of the Fifth Board of directors and the 2019 annual general meeting of shareholders, and the related directors did not avoid voting. 2021 On October 27, the issuer has lifted the guarantee for bank financing of shuangrun small loan. The issuer is requested to: (1) explain the provisions of the articles of association on external guarantee; (2) Explain whether the above-mentioned external guarantee acts violate the articles of association and relevant laws and regulations. If so, please explain in detail; (3) Explain the reasons for the company’s cancellation of the above-mentioned external guarantee and whether it belongs to the rectification of illegal guarantee; (4) Explain whether the related directors’ failure to avoid voting belongs to the failure of relevant personnel to perform their duties diligently, and in combination with the long-term absence of the company’s chief financial officer, explain whether there are major defects in the effectiveness of the company’s internal control and whether it violates the provisions of item (II) of Article 6 of the measures for the administration of securities issuance of listed companies: (5) explain whether the related directors’ failure to avoid voting violates the provisions of item (IV) of Article 6 of the measures for the administration of securities issuance of listed companies. The sponsor’s issuer’s lawyer is requested to explain the verification basis and process, and express clear verification opinions. “
reply:
1、 Explain the provisions of the articles of association on external guarantee.
After verification, the provisions on external guarantee in the current effective articles of association of the issuer are as follows:
“Article 11 the external guarantee of the company shall be approved by more than two-thirds of the directors attending the meeting of the board of directors and more than two-thirds of all independent directors, or approved by the general meeting of shareholders. The company shall not provide external guarantee without the approval of the board of directors or the general meeting of shareholders.
Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
……
（12） Deliberating and approving the guarantee matters specified in Article 41;
……。
Article 41 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) guarantees provided to shareholders, actual controllers and their related parties;
(VI) other external guarantees that need to be submitted to the general meeting of shareholders for deliberation as required by relevant laws or internal rules and regulations.
When the general meeting of shareholders deliberates the proposal to provide guarantee for shareholders, actual controllers and their related parties, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 77 the following matters shall be adopted by special resolution of the general meeting of shareholders:
……
(IV) the company purchases or sells major assets within one year or the guarantee amount exceeds 30% of the company’s latest audited total assets;
……。
Article 98 the directors shall abide by laws, administrative regulations and the articles of association and bear the following obligations of loyalty to the company:
……
(IV) not to violate the provisions of the articles of association by lending the company’s funds to others or providing guarantee for others with the company’s property without the consent of the general meeting of shareholders or the board of directors;
……。
Article 108 the board of directors shall exercise the following functions and powers:
……
（22） Review and approve other external guarantees except those that need to be reviewed and approved by the general meeting of shareholders;
……。”
2、 Explain whether the above-mentioned external guarantee acts violate the articles of association and relevant laws and regulations. If so, please explain in detail.
With regard to the above-mentioned external guarantees, the issuer has performed the decision-making procedures of the board of directors and the general meeting of shareholders in accordance with the requirements of laws, regulations and normative documents such as the articles of association, the Listing Rules of Shenzhen Stock Exchange, the notice on regulating the external guarantees of listed companies, but Ms. Liu Jingying, a related director, attended the seventh meeting of the Fifth Board of directors The 2019 annual general meeting of shareholders did not avoid voting when considering the above-mentioned proposals related to external guarantee, which belongs to slight defects in the voting method. The content of the resolution does not violate laws, administrative regulations or the articles of association, and no shareholder requests to revoke the resolution within the legal period, so it has no substantive impact on the resolution and will not affect the effectiveness of the resolution.
(I) reasons for related directors not avoiding voting
As a director of the issuer, Ms. Liu Jingying was appointed as a director of shuangrun small loan by the issuer. She did not abstain from voting at the seventh meeting of the Fifth Board of directors and the 2019 annual general meeting of shareholders (holding 92844 shares of the issuer) when considering the proposal on providing guarantee for bank financing of subsidiaries, mainly because the issuer considered that Ms. Liu Jingying was appointed as a director of shuangrun small loan by the issuer, In daily operation, it participates in the management decision-making of shuangrun small loan from the standpoint and perspective of the issuer, which will not cause the issuer to tilt the interests of shuangrun small loan. As a member of the board of directors of shuangrun small loan, it is familiar with the actual operation status of shuangrun small loan, which is conducive to the correct decision-making of the board of directors and the general meeting of shareholders of the issuer.
In view of the voting results of 9 in favor, 0 against and 0 abstention at the 7th Meeting of the 5th board of directors of the issuer, the proposal on providing guarantee for bank financing for subsidiaries was deliberated and adopted; The 2019 annual general meeting of shareholders deliberated and approved the proposal on providing guarantee for bank financing of subsidiaries by voting for 194982663 shares (accounting for 999370% of the shares held by all shareholders attending the meeting), against 123000 shares (accounting for 0.0630% of the shares held by all shareholders attending the meeting) and abstained 0 shares. Even if Ms. Liu Jingying avoided voting on the proposal, it will not affect the seventh meeting of the Fifth Board of directors The 2019 annual general meeting of shareholders deliberated and approved the proposal on providing guarantee for bank financing for subsidiaries.
(II) the non withdrawal of voting matters of related directors does not affect the effectiveness of the resolution
According to paragraph 2 of Article 22 of the company law, if the convening procedures and voting methods of the shareholders’ meeting, the shareholders’ meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people’s court to revoke the resolution within 60 days from the date of making the resolution. According to Article 4 of the provisions of the Supreme People’s Court on Several Issues concerning the application of the company law of the people’s Republic of China (IV) (2020 Amendment), if a shareholder requests to revoke the resolution of the shareholders’ meeting, the shareholders’ meeting or the board of directors, which is in line with Article 85 of the civil code and paragraph 2 of Article 22 of the company law, the people’s court shall support it, but there are only minor defects in the convening procedure or voting method of the meeting, The people’s court shall not support the resolution if it has no material impact on the resolution.
Ms. Liu Jingying did not abstain from voting at the seventh meeting of the Fifth Board of directors of the issuer and the 2019 annual general meeting of shareholders when considering the proposal on providing guarantee for bank financing of subsidiaries, which belongs to the situation that the voting method of relevant resolutions violates laws, administrative regulations or the articles of Association, and the content of resolutions does not violate laws, administrative regulations or the articles of Association; Within 60 days since the seventh meeting of the Fifth Board of directors of the issuer and the resolution of the 2019 annual general meeting of shareholders are made, there is no case that the shareholders request the people’s court to revoke the above resolution, and the legal time limit for revoking the above resolution has expired. Therefore, Liu Jingying’s failure to avoid voting has not had a substantive impact on the resolution, nor will it affect the effectiveness of the resolution.
At the same time, the above decision-making procedure is the issuer’s pre authorization for the guarantee of shuangrun small loan. From the date of making the decision to the date when the company cancels the guarantee for shuangrun small loan, shuangrun small loan has no borrowing demand, has not actually borrowed from the bank, and the issuer has not actually signed a guarantee contract with relevant parties. Therefore, the issuer does not actually bear the responsibilities and risks related to external guarantee.
On October 27, 2021, the company held the 22nd Meeting of the 5th board of directors, deliberated and passed the proposal on lifting the guarantee for bank financing of Xiamen shuangrun microfinance Co., Ltd., and the related director Liu Jingying avoided voting.
In conclusion, the issuer has performed the decision-making procedures of the board of directors and the general meeting of shareholders in accordance with the requirements of relevant laws, regulations and normative documents on the above guarantee matters, and there is no violation of external guarantee; Ms. Liu Jingying, a related director, did not abstain from voting at the seventh meeting of the Fifth Board of directors and the 2019 annual general meeting when considering the proposal on providing guarantee for bank financing for subsidiaries. Although there were some defects in the voting method, the content of the resolution did not violate laws, administrative regulations or the articles of association, and no shareholder requested to revoke the resolution within the legal period, which did not affect the effectiveness of the resolution. The above decision-making procedure is the issuer’s pre authorization for the guarantee of shuangrun small loan. The issuer has not actually guaranteed shuangrun small loan. At present, the board of directors of the issuer has made a resolution to terminate the guarantee for bank financing of shuangrun small loan, which will not have a significant adverse impact on the issuer. 3、 Explain the reasons for the company’s cancellation of the above-mentioned external guarantee and whether it belongs to the rectification of illegal guarantee. (I) reasons for the company’s cancellation of the aforesaid external guarantee
The reason why the issuer lifted the above-mentioned external guarantee is that the issuer withdrew from the shareholding of shuangrun small loan in order to focus more on its main business, clean up its financial business, and did not need to provide joint and several liability guarantee to the lending bank according to the proportion of shares held by all shareholders of shuangrun small loan. The specific process is as follows:
1. On October 27, 2021, the issuer held the 22nd Meeting of the 5th board of directors, deliberated and approved the proposal on lifting the guarantee for bank financing of Xiamen shuangrun microfinance Co., Ltd. because the guarantee amount for shuangrun small loan approved by the company’s 2019 annual general meeting was not actually used, and the company planned to dispose of the equity of shuangrun small loan, The company agrees to cancel the above guarantee for shuangrun small loan with joint and several liability.
2. On November 12, 2021, Fujian Jianyan, a holding subsidiary, signed the equity transfer agreement of Xiamen shuangrun microfinance Co., Ltd. with the transferee, which agreed that Fujian Jianyan would transfer its 31.8 million shares of shuangrun small loan (with a shareholding ratio of 10%) to the transferee.
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