Supplementary legal opinion on the initial public offering and listing of RMB common shares by Shenzhen kangguan Technology Co., Ltd. (II)
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Guangdong Xinda law firm
About Shenzhen kangguan Technology Co., Ltd
Initial public offering of RMB ordinary shares and listing
Supplementary legal opinion (II)
Xinda Shouyi Zi (2021) No. 002-2 to: Shenzhen kangguan Technology Co., Ltd
According to the special legal service entrustment contract 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 adviser 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 companies offering securities to the public 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, On June 15, 2021, Guangdong Xinda law firm issued the lawyer work report on the initial public offering and listing of RMB common shares of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "lawyer work report") and Legal opinion of Guangdong Xinda law firm on the initial public offering and listing of RMB common shares by Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "legal opinion"), On September 28, 2021, it issued the supplementary legal opinion (I) of Guangdong Xinda law firm on the initial public offering and listing of RMB common shares of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "supplementary legal opinion (I)").
Whereas Dahua Certified Public Accountants (special general partnership) has issued "dahuashen Zi [2022] 000594" audit report of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "audit report") and "dahuahe Zi [2022] Central China Land Media Co.Ltd(000719) " internal control assurance report of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "internal control assurance report") ”）And the changes of the issuer's matters related to the issuance and listing from the date of issuance of the supplementary legal opinion (I) to the date of issuance of this supplementary legal opinion, Xinda issued the supplementary legal opinion (II) of Guangdong Xinda law firm on the initial public offering and listing of RMB common shares of Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as "supplementary legal opinion (II)").
In order to issue this supplementary legal opinion (II), Xinda lawyer has strictly performed his statutory duties, followed the principles of diligence and good faith, and conducted supplementary verification and verification of the facts involved in the supplementary legal opinion (II), so as to ensure that there are no false records, misleading statements and major omissions in the supplementary legal opinion (II). The supplementary legal opinion (II) must be used together with the lawyer's work report, legal opinion and supplementary legal opinion (I). The contents in the lawyer's work report, legal opinion and supplementary legal opinion (I) that have not been modified by the supplementary legal opinion (II) are still valid.
Unless otherwise explained or explained in the context, the matters stated by Xinda lawyer in lawyer work report, legal opinion and supplementary legal opinion (I) and the abbreviations used are still applicable to supplementary legal opinion (II).
Xinda lawyer agrees to submit the supplementary legal opinion (II) as the necessary legal document for the issuer's application for issuance and listing together with other materials, and bear responsibility for the supplementary legal opinion (II) according to law; The supplementary legal opinion (II) is only for the purpose of the issuer's issuance and listing, and shall not be used for any other purpose.
catalogue
1、 Overview of the issuer 4 II. Substantive conditions for this offering and listing 4 III. promoters and shareholders (actual controllers) 9 IV. share capital and evolution of the issuer 9 v. business of the issuer 10 VI. related party transactions and horizontal competition 11 VII. Main property of the issuer VIII. Major creditor's rights and debts of the issuer 19 IX. major asset changes and mergers and acquisitions of the issuer 24 X. formulation and amendment of the issuer's articles of Association 24 Xi. Rules of procedure and standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors of the issuer 24 XII. Directors, supervisors and senior managers of the issuer and their changes 25 XIII. Tax of the issuer 25 XIV. Environmental protection, product quality, technology and other standards of the issuer 26 XV. Business development objectives of the issuer 28 XVI. Litigation, arbitration or administrative punishment 28 XVII. Evaluation of the legal risk of the issuer's prospectus 18. General concluding comments on this offering and listing thirty
1、 Overview of the issuer
As of the date of issuance of this supplementary legal opinion II, the equity structure of the issuer is as follows:
After verification, as of the date of issuance of this supplementary legal opinion II, the issuer has added an overseas subsidiary, namely ktctechnology Mexico (hereinafter referred to as "Mexico kangguan"), the details of which are described in "VII. Main properties of the issuer" of this supplementary legal opinion II.
2、 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 1.00 yuan per share. 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 has 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 10 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 written confirmation of the issuer and the verification of Xinda lawyer, as of the date of issuance of this supplementary legal opinion (II), 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 written confirmation of the issuer, the certificate of no criminal record of the controlling shareholder and the actual controller, and the verification of Xinda's lawyer logging into China judicial document network, the issuer, its controlling shareholder and the actual controller have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy 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. subject qualification of this issuance and listing" in Section II of the lawyer's work report, the issuer is a joint stock limited company established and legally existing according to law, and has been in continuous operation for more than three years since the date of establishment of the limited company, which is in line with the provisions of Articles 8 and 9 of the administrative measures.
2. According to the audit report (Da Hua Shen Zi [2019] No. 009840) issued by Dahua on June 12, 2019 and the capital verification report (Da Hua Yan Zi [2019] No. 000281) issued by Dahua on July 3, 2019, the registered capital of the issuer has been paid in full, and the property right transfer procedures of the assets used as capital contribution by the sponsors or shareholders have been completed, There is no major ownership dispute over the issuer's main assets, which complies with the provisions of Article 83 of the company law and Article 10 of the administrative measures.
3. According to the verification of Xinda lawyer, 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, national industrial policies and Article 11 of the administrative measures.
4. After verification by Xinda lawyers, the issuer's main business, directors and senior managers have not changed significantly in the past three years, and the actual controller has not changed, which is in line with the provisions of Article 12 of the administrative measures.
5. According to the written confirmation of the issuer and the verification of Xinda lawyer, the equity of the issuer is clear, and there is no major ownership dispute over the shares of the issuer held by the controlling shareholder and the shareholders controlled by the controlling shareholder and the actual controller, which is in line with the provisions of Article 13 of the administrative measures.
6. After verification by Xinda's lawyer, the issuer has standardized its operation, established and improved the system of general meeting of shareholders, board of directors, board of supervisors, independent directors and Secretary of the board of directors according to law, and 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 and the supporting documents issued by relevant competent departments, and verified by 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, customs 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 forging or altering the signatures and seals of the issuer or its directors, supervisors and senior managers;
(4) There are false records, misleading statements or major omissions in the issuance application documents submitted this time;
(5) The suspected crime has been filed for investigation by the judicial organ, and there is no clear conclusion;
(6) Other circumstances that seriously damage the legitimate rights and interests of investors and social and public interests.
9. According to the articles of association and relevant rules and regulations of the issuer, the issuer has formulated the approval authority and review procedure system of external guarantee; According to the enterprise credit report, internal control assurance report provided by the issuer and the written confirmation of the issuer, the issuer does not provide illegal guarantees for the controlling shareholders, actual controllers and other enterprises under its control, which is in line with the provisions of Article 19 of the administrative measures.
10. In accordance with the articles of association and relevant rules and regulations of the issuer and with the written confirmation of the issuer, the issuer has formulated a strict fund management system; According to the audit report, internal control assurance report and the written confirmation of the issuer, as of December 31, 2021, the issuer has no situation in which the funds are occupied by the controlling shareholders, actual controllers and other enterprises under their control by borrowing, compensating debts, advances or other means, which is in line with the provisions of Article 20 of the administrative measures.
11. According to the audit report and the written confirmation of the issuer, the issuer has good asset quality, reasonable asset liability structure, strong profitability and normal cash flow, which is in line with the provisions of Article 21 of the management measures.
12. According to the internal control assurance report and the issuer's written confirmation, the issuer's internal control is effective in all important aspects and complies with the provisions of Article 22 of the administrative measures.
13. According to the audit report
