Shenzhen kangguan Technology Co., Ltd. (address: 4023 Wuhe Avenue, Gangtou community, Bantian street, Longgang District, Shenzhen)
Building 1 (1st to 5th floors)
IPO prospectus
Sponsor (lead underwriter)
(registered address: 5-5, unit 1, building 3, international headquarters city, Liuwu New District, Lhasa)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
The total share capital of the company before this offering is 360 million shares, and the number of shares to be issued this time is no more than 424875 million shares, which is no less than 10% of the total share capital of the company after this offering. This offering does not arrange the public offering of shares by the original shareholders
The par value of each share is RMB 1.00
The issue price per share is 48.84 yuan
Expected issue date: March 8, 2022
Stock exchange to be listed Shenzhen Stock Exchange
The total share capital after issuance shall not exceed 402487500 shares
Ling bin, the controlling shareholder of the company, and Ling bin and Wang Xi, the joint actual controllers, promise not to transfer or entrust others to manage the shares issued before the public offering of the company directly or indirectly held by themselves within 36 months from the date of listing of the company’s shares, Nor will the company buy back the shares issued before the public offering of the company’s shares held directly or indirectly by itself.
Li Yubin and Ling Feng, the shareholders of the company, promise not to transfer or entrust others to manage the shares issued before the public offering of the company directly or indirectly held by themselves within 36 months from the date of listing of the company’s shares, Nor will the company buy back the shares issued before the public offering of the company’s shares held directly or indirectly by itself.
The company’s shareholders’ commitment to Zhiyuan investment, horizon investment, Shiqing investment, vision investment and Shixin Investment: within 36 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the shares directly or indirectly held by the institution that have been issued before the company’s public offering of shares, Nor will the company buy back the shares issued before the company’s public offering of shares directly or indirectly held by the institution.
The circulation restrictions of Ling bin and Li Yufen, the directors and senior managers who directly or indirectly hold the shares of the company held by the shareholders before the issuance, and the commitments of the shareholders to Suobin, Ling Feng, Liao Kehua, Chen Maohua, Zhang Bin, sun Jianhua and Wu Yuan: the commitment of voluntary locking of the shares held by the shareholders. After the expiration of the lock-in period, during the period of serving as directors and senior managers During the term of office determined at the time of taking office and within six months after the expiration of the term of office, the shares transferred each year shall not exceed 25% of the total shares of the company directly or indirectly held by him; Within half a year after resignation, the company’s shares held directly or indirectly by the employee shall not be transferred.
If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the listed company’s shares is lower than the closing price of the listed company for at least 6 months after the listing period is extended, or if the closing price of the listed company’s shares is lower than the closing price of the listed company for at least 6 months; In case of ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion to share capital, issuance of new shares or allotment of shares, the above price will be adjusted accordingly.
Zhang Huilin and Jiang Wei, supervisors who indirectly hold shares of the company, promise that after the expiration of the lock-in period of their shares, during the term of office determined at the time of taking office and within six months after the expiration of their term of office, the shares transferred each year shall not exceed 25% of the total shares of the company they directly or indirectly hold; Within half a year after resignation, the company’s shares held directly or indirectly by the employee shall not be transferred.
Sponsor and lead underwriter Chinalin Securities Co.Ltd(002945)
Signing date of prospectus: March 7, 2022
Company statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The sponsor promises to compensate the investors in advance for the losses caused to the investors due to the false records, misleading statements or major omissions in the documents prepared and issued for the company’s initial public offering of shares.
Any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the company’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the shares are issued according to law, the company shall be responsible for the changes in the company’s operation and income, and the investors shall be responsible for the investment risks caused by the changes.
If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Tips on major issues
The company specially reminds investors that before making investment decisions, they must carefully read the full text of the “risk factors” chapter of this prospectus, and pay special attention to the following major matters and corporate risks. 1、 Commitment to share lock-in and transfer restrictions
(I) commitments of shareholders on share locking and transfer restrictions
Ling bin, the controlling shareholder of the company, and Ling bin and Wang Xi, the joint actual controllers of the company, promise not to transfer or entrust others to manage the shares issued before the public offering of the company held directly or indirectly by themselves, nor to repurchase the shares issued before the public offering of the company held directly or indirectly by the company within 36 months from the date of listing of the company’s shares.
Li Yubin and Ling Feng, the shareholders of the company, promise not to transfer or entrust others to manage the shares issued before the public offering of the company directly or indirectly held by themselves, nor to repurchase the shares issued before the public offering of the company directly or indirectly held by themselves by the company within 36 months from the date of listing of the company’s shares.
The company’s shareholders’ commitment to Zhiyuan investment, horizon investment, Shiqing investment, vision investment and Shixin Investment: within 36 months from the date of listing of the company’s shares, they will not transfer or entrust others to manage the shares directly or indirectly held by the institution that have been issued before the company’s public offering of shares, Nor will the company buy back the shares issued before the company’s public offering of shares directly or indirectly held by the institution.
(II) other commitments made by directors, supervisors and senior management personnel on share locking and transfer restrictions
1. Commitment of directors and senior managers
Ling bin, Li Yubin, Ling Feng, Liao Kehua, Chen Maohua, Zhang Bin, sun Jianhua and Wu Yuan, the directors and senior managers who directly or indirectly hold the shares of the company, promise that after the expiration of the lock-in period of their shares, during their tenure as directors and senior managers, and within six months after the expiration of their tenure, The number of shares transferred each year shall not exceed 25% of the total number of shares of the company directly or indirectly held by him; Within half a year after resignation, the company’s shares held directly or indirectly by the employee shall not be transferred.
If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the company’s shares is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the company, or the closing price at the end of 6 months after the listing is lower than the issue price, the lock-in period of holding the company’s shares will be automatically extended for at least 6 months; In case of ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion to share capital, issuance of new shares or allotment of shares, the above price will be adjusted accordingly.
2. Commitment of supervisors
Zhang Huilin and Jiang Wei, supervisors who indirectly hold shares of the company, promise that after the expiration of the lock-in period of their shares, during the term of office determined at the time of taking office and within six months after the expiration of their term of office, the shares transferred each year shall not exceed 25% of the total shares of the company they directly or indirectly hold; Within half a year after resignation, the company’s shares held directly or indirectly by the employee shall not be transferred. 2、 Shareholding intention and reduction intention of shareholders holding more than 5%
(I) Shareholding intention and reduction intention of natural person shareholders holding more than 5%
Ling bin, Li Yubin and Ling Feng, natural person shareholders holding more than 5% of the company, promise:
1. If I reduce my shares within two years after the expiration of the lock up period, the number of shares reduced each year shall not exceed 20% of the total number of shares I hold in the company;
2. Before I reduce the shares of the company, I will make an announcement three trading days in advance, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange;
3. During the period when I hold more than 5% of the company’s shares, I will continue to abide by this commitment.
(II) Shareholding intention and reduction intention of institutional shareholders holding more than 5%
Zhiyuan investment commitment of institutional shareholders holding more than 5% of the company:
1. For the company’s shares held before this public offering, the company will strictly abide by the commitments made on the circulation restrictions and voluntary locking of the company’s shares, and will not sell the company’s shares held before this public offering during the locking period. Within two years after the expiration of the lock up period of the company’s shares held by the company, on the basis of abiding by the reduction commitment of directors, supervisors and senior managers, the number of shares reduced each year shall not exceed 20% of the total shares held by the company. The price of shares reduced shall be determined according to the secondary market price at that time and shall comply with the requirements of relevant laws and regulations and the rules of Shenzhen Stock Exchange;
2. The reduction of the company’s shares shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc;
3. The company will make an announcement three trading days in advance before reducing its shares, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange.
Institutional shareholders holding more than 5% of the company’s shares have made commitments on horizon investment, vision investment, vision investment and vision Investment:
1. For the company’s shares held before this public offering, the partnership will strictly abide by the commitments made on the circulation restrictions and voluntary locking of the company’s shares, and will not sell the company’s shares held before this public offering during the locking period. Within two years after the expiration of the lock-in period of the company’s shares held by the partnership, the partnership intends to reduce its holdings of up to 100% of the company’s shares. The price of the reduced shares shall be determined according to the current secondary market price and shall meet the requirements of relevant laws and regulations and the rules of Shenzhen Stock Exchange;
2. The reduction of the partnership’s shares in the company shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc; 3. The partnership will make an announcement three trading days in advance before reducing its shares in the company, and fulfill the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange. 3、 Profit distribution
(I) arrangement of the company’s accumulated undistributed profits before issuance
According to the proposal on the distribution of the company’s accumulated profits before the initial public offering of shares deliberated and adopted at the first extraordinary general meeting of shareholders in 2021 held on March 24, 2021, the accumulated profits before the completion of the company’s public offering and listing shall be shared by the new and old shareholders after the completion of the company’s public offering and listing with their shareholding ratio.
(II) profit distribution policy after the issuance and listing
According to the articles of Association (Draft) deliberated and approved by the company’s first extraordinary general meeting in 2021, the company’s main profit distribution policies after issuance and listing are as follows:
1. When the company distributes the after tax profits of the current year, it shall withdraw 10% of the profits into the company’s legal accumulation fund. If the cumulative amount of the company’s statutory reserve fund is more than 50% of the company’s registered capital, it may not be withdrawn.
If the company’s statutory reserve fund is insufficient to make up for the losses of previous years, the profits of the current year shall be used to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory reserve fund from the after tax profit, it can also withdraw the discretionary reserve fund from the after tax profit after the resolution of the general meeting of shareholders.
The remaining after tax profits of the company after making up the losses and drawing the reserve fund shall be distributed according to the proportion of shares held by shareholders, except for those not distributed according to the proportion of shares held in accordance with the provisions of the articles of association.
If the general meeting of shareholders violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws the statutory reserve fund, the shareholders must report the violation to the shareholders
