About Shenzhen kangguan Technology Co., Ltd
Legal opinion on initial public offering and listing of RMB common shares
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, Guangdong, China postcode: 518048 Tel: (0755) 88265288 Fax: (0755) 88265537
catalogue
Section 1 matters stated by lawyers 3 Section II text five
1、 Approval and authorization of this issuance and listing five
2、 The subject qualification of this issuance and listing five
3、 The substantive conditions of this offering and listing five
4、 Establishment of the issuer ten
5、 Independence of the issuer eleven
6、 Sponsors and shareholders (actual controllers) eleven
7、 The share capital and evolution of the issuer twelve
8、 Issuer’s business twelve
9、 Related party transactions and horizontal competition twelve
10、 The principal property of the issuer thirteen
11、 Significant creditor’s rights and debts of the issuer thirteen
12、 Major asset changes and mergers and acquisitions of the issuer fourteen
13、 Formulation and amendment of the issuer’s articles of Association fourteen
15、 Rules of procedure and standardized operation of the issuer’s general meeting of shareholders, the board of directors and the board of supervisors fifteen
15、 Directors, supervisors and senior managers of the issuer and their changes fifteen
16、 Issuer’s tax fifteen
17、 The issuer’s environmental protection and product quality, technology and other standards sixteen
19、 Application of funds raised by the issuer sixteen
19、 The issuer’s business development objectives sixteen
20、 Litigation, arbitration or administrative punishment seventeen
21、 Evaluation of the legal risk of the issuer’s prospectus seventeen
22、 Other issues to be explained seventeen
23、 The overall concluding observations of this offering and listing seventeen
Guangdong Xinda law firm
About Shenzhen kangguan Technology Co., Ltd
Initial public offering of RMB ordinary shares and listing
Legal opinion
Xinda Shouyi Zi (2021) No. 002 to: Shenzhen kangguan Technology Co., Ltd
According to the employment agreement of special legal counsel signed between Shenzhen kangguan Technology Co., Ltd. and Guangdong Xinda law firm, Guangdong Xinda law firm accepted the entrustment of Shenzhen kangguan Technology Co., Ltd. to act as the special legal counsel for its initial public offering of RMB ordinary shares and listing.
Guangdong Xinda law firm is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of initial public offering of shares, the rules for the preparation and reporting of information disclosure of public securities companies No. 12 – legal opinions and lawyer work report on public offering of securities and the measures for the administration of securities legal business of law firms Relevant provisions of laws, regulations and normative documents such as the securities legal business practice rules of law firms (for Trial Implementation), and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, Issue the legal opinion of Guangdong Xinda law firm on the initial public offering and listing of RMB common shares by Shenzhen kangguan Technology Co., Ltd.
Unless otherwise explained or explained in the context, the abbreviation used by Cinda in the lawyer work report still applies to the legal opinion.
Section 1 matters declared by lawyers
Xinda lawyers express legal opinions based on the facts that have occurred or existed before the issuance date of the lawyer work report and legal opinion, and in accordance with the Compilation Rules No. 12, the current laws and regulations of China and the relevant provisions of the CSRC. They do not express opinions on any facts and laws outside the jurisdiction of China.
Xinda lawyers do not express opinions on professional matters such as accounting, auditing, capital verification and asset evaluation. When Xinda lawyer quotes some data or conclusions in relevant accounting statements, audit reports, capital verification reports and asset evaluation reports in lawyer work report or legal opinion, it does not mean that Xinda lawyer makes any express or implied guarantee for the authenticity and accuracy of these data or conclusions.
In the process of relevant investigation, collection, consultation and inquiry, Xinda lawyer has obtained the following guarantee from the issuer: the issuer has provided Xinda lawyer with the original written materials, copies, copies, written instructions or oral testimony and other documents that Xinda lawyer considers necessary and true for issuing lawyer work report and legal opinion; The issuer did not conceal, omit, make false records or make misleading statements when providing documents to Xinda lawyers; The signatures and seals on all documents provided are true; Among them, if the documents are copies or copies, all copies or copies shall be consistent with the original.
Xinda and Xinda lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith 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 and other provisions, as well as the facts that have occurred or exist before the issuance date of the lawyer work report and legal opinion, It has conducted sufficient verification and verification to ensure that the facts identified in the lawyer’s work report and 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 responsibilities.
Xinda lawyer agrees to take the lawyer’s work report and legal opinion as the necessary legal documents for the issuer to apply for this issuance and listing, report them together with other application materials, and is willing to bear corresponding legal liabilities.
Xinda lawyer agrees that the issuer may quote some or all of the contents of the lawyer’s work report or legal opinion in the prospectus or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or distortion due to the quotation.
The lawyer work report and legal opinion issued by Xinda lawyer are only for the issuer’s use for the purpose of this issuance and listing, and shall not be used for any other purpose.
Section II main body
1、 Approval and authorization of this issuance and listing
After verification, Xinda lawyer believes that:
(I) the shareholders’ meeting of the issuer has made a resolution approving the issuance and listing in accordance with legal procedures.
(II) in accordance with relevant laws, regulations, normative documents and the articles of association, the contents of the resolutions of the general meeting of shareholders of the issuer are legal and effective.
(III) the scope and procedures of the issuer’s general meeting of shareholders authorizing the board of directors to handle matters related to this issuance and listing comply with the provisions of relevant laws, regulations, normative documents and the articles of association, which are legal and effective.
2、 Subject qualification of this issuance and listing
After verification, Xinda lawyer believes that:
(I) a joint stock limited company established by the issuer according to law and legally operated for more than three years since the establishment of the limited company shall have the subject qualification of this issuance and listing.
(II) the issuer exists legally and effectively, and there is no need to terminate in accordance with laws, regulations and the articles of association.
3、 Substantive conditions for this offering and listing
(I) this issuance and listing meets the conditions stipulated in the company law and the securities law
1. The issuer was changed from kangguan Co., Ltd. to a joint stock limited company based on the audited net assets converted into shares on January 31, 2019, and the total converted share capital was 360 million yuan, which was lower than the issuer’s net assets at the time of conversion. The overall change of the issuer complies with the provisions of Article 95 of the company law.
2. The shares to be issued by the issuer this time are RMB ordinary shares (A shares) with a par value of RMB 1.00 each. The issuance conditions and price of each share are the same, and each share has the same rights. Any unit or individual subscribing for each share shall pay the same price, which complies with the relevant provisions of Article 126 of the company law. 3. The issuer’s IPO has been deliberated and approved by the issuer’s first extraordinary general meeting in 2020 and the first extraordinary general meeting in 2021. This issuance and listing of the issuer complies with the provisions of Article 133 of the company law.
4. The issuer signed the recommendation agreement with Chinalin Securities Co.Ltd(002945) who has the qualification of securities issuance sponsor (lead underwriter), and employed Chinalin Securities Co.Ltd(002945) as the sponsor of the issuer according to law, which is in line with the provisions on recommendation in Article 11 of the securities law.
5. The issuer has established the general meeting of shareholders, the board of directors and the board of supervisors in accordance with the company law and other relevant laws and regulations. The board of directors has four special committees, including the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee, and has established the system of independent directors and the Secretary of the board of directors. The issuer has sound organizational structure, clear division of responsibilities and good operation, which is in line with the provisions of item (I) of paragraph 1 of Article 12 of the securities law.
6. According to the audit report, the issuer’s written confirmation and the verification of Xinda lawyer, as of the date of issuance of the lawyer’s work report, the issuer has the ability of sustainable operation. The financial and accounting reports of the last three years have been issued with unqualified audit reports by the audit institution, which is in line with the provisions of item (II) and item (III) of paragraph 1 of Article 12 of the securities law.
7. According to the description of the issuer and the certificate of no criminal record of the controlling shareholder and actual controller, and verified by Xinda lawyer, the issuer, its controlling shareholder and actual controller have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the economic order of the socialist market in the past three years, Comply with the provisions of item (IV) of paragraph 1 of Article 12 of the securities law.
(II) this issuance meets the relevant conditions stipulated in the administrative measures
1. As stated in “III. The issuer’s qualification to issue shares” in Section II of the lawyer’s work report, the issuer is a legally established and legally existing joint stock limited company, which has been in continuous operation for more than three years since the date of establishment of the limited company, in line with the provisions of Articles 8 and 9 of the administrative measures.
2. According to the audit report (dhsz [2019] No. 009840) issued by Dahua on June 12, 2019, the registered capital of the issuer has been paid in full, the property right transfer procedures of the assets used as capital contribution by the sponsors or shareholders have been completed, and there is no major ownership dispute over the main assets of the issuer, Comply with Article 83 of the company law and Article 10 of the administrative measures.
3. As stated in “X. business of the issuer” in Section II of the lawyer’s work report, the issuer is mainly engaged in the R & D, production and sales of intelligent display products, and its production and business activities comply with the provisions of laws, administrative regulations and the articles of association, the national industrial policy and Article 11 of the administrative measures.
4. As stated in Section II of the lawyer work report, “VII. Sponsors and shareholders (actual controllers)”, “X. business of the issuer”, “XVII. Directors, supervisors and senior managers of the issuer and their changes”, the issuer’s main business, directors and senior managers have not changed significantly and the actual controller has not changed in the past three years, Comply with the provisions of Article 12 of the administrative measures.
5. As described in “v. establishment of the issuer”, “VII. Promoters and shareholders (actual controllers)” and “IX. share capital and evolution of the issuer” in Section II of the lawyer work report, according to the written confirmation of the issuer and the verification of Xinda lawyer, the issuer’s share rights are clear, and the controlling shareholders and controlled shareholders There is no major ownership dispute over the issuer’s shares held by the shareholders controlled by the actual controller, which is in line with Article 13 of the administrative measures.
6. As stated in “XVI. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer” and “XVI. Directors, supervisors and senior managers of the issuer and their changes” in Section II of the lawyer work report, the issuer has standardized operation and established and improved the system of general meeting of shareholders, the board of directors, the board of supervisors, independent directors and the Secretary of the board of directors according to law, The issuer and relevant personnel can perform their duties according to law; The directors, supervisors and senior managers of the issuer have understood the laws and regulations related to the issuance and listing of shares, know their own legal obligations and responsibilities, have the legal qualification, and there are no following circumstances: (1) they are still in the prohibition period after being banned from the securities market by the CSRC; (2) Administrative punishment by the CSRC within the last 36 months or public condemnation by the stock exchange within the last 12 months; (3) The case has been filed for investigation by the judicial organ for suspected crime or by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. Comply with the provisions of articles 14 to 16 of the administrative measures.
7. According to the internal control assurance report and the written confirmation of the issuer, the issuer’s internal control system is sound and effectively implemented, which can reasonably ensure the reliability of the financial report, the legitimacy of production and operation, and the efficiency and effect of operation, in line with the provisions of Article 17 of the management measures.
8. According to the written confirmation of the issuer, the supporting documents issued by relevant competent departments and the verification of Xinda lawyers, the issuer operates in a standardized manner, complies with the provisions of Article 18 of the administrative measures, and does not have the following violations:
(1) Having publicly or publicly issued securities in a disguised form without the approval of the statutory authority within the last 36 months; Or although the relevant illegal act occurred 36 months ago, it is still in a continuous state;
(2) Violation of industry and commerce, taxation, land, environmental protection and other laws and administrative regulations within the last 36 months, and the circumstances are serious;
(3) Application for issuance has been submitted to the CSRC within the last 36 months, but there are false records, misleading statements or major omissions in the submitted issuance application documents; Or failing to meet the conditions for issuance and defrauding the issuance approval by deception; Or interfere with the examination work of the CSRC and its issuance examination committee by improper means; Or forge or alter the issuer or its directors, supervisors and senior managers
