About Shenzhen kangguan Technology Co., Ltd
Legal opinion on initial public offering and listing on the main board of Shenzhen Stock Exchange
11th and 12th floors, Taiping financial building, 6001 Yitian Road, Futian District, Shenzhen, Guangdong, China postcode: 518048 Tel: (0755) 88265288 Fax: (0755) 88265537
Guangdong Xinda law firm
About Shenzhen kangguan Technology Co., Ltd
IPO and listing on the main board of Shenzhen Stock Exchange
Legal opinion
To: Shenzhen kangguan Technology Co., Ltd
According to the special legal consultant employment agreement signed between Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as “the issuer” or “the company”) and Guangdong Xinda law firm (hereinafter referred to as “Xinda”), Xinda accepts the entrustment of the issuer, Served as special legal counsel for its initial public offering and listing on the main board of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) (hereinafter referred to as “this issuance and listing”).
In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the measures for the administration of initial public offering and listing (hereinafter referred to as the “administrative measures”) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the measures for the administration of law firms engaging in securities legal business (hereinafter referred to as the measures for the administration of securities legal business) The securities legal business practice rules of law firms (for Trial Implementation) (hereinafter referred to as the “securities legal business practice rules”) and the detailed rules for the legal business practice of law firms engaged in initial public offering and listing (hereinafter referred to as the “detailed rules for the legal business practice of initial public offering and listing”) and other relevant laws and regulations This legal opinion is issued in accordance with the normative documents and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry.
In order to issue this legal opinion, Cinda hereby makes the following statement:
(I) Xinda lawyers express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and in accordance with the current laws, regulations and relevant provisions of the CSRC, and do not express opinions on any facts and laws outside the jurisdiction of China.
(II) Cinda lawyers do not express opinions on professional matters such as accounting, auditing, capital verification and asset evaluation. When Xinda lawyer cites some data or conclusions in relevant accounting statements, audit reports, capital verification reports and asset evaluation reports in this 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.
(III) 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 explanations or oral testimony and other documents that Xinda lawyer considers necessary and true for issuing this 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 the documents provided are true; Among them, if the documents are copies or copies, all copies or copies shall be consistent with the original.
(IV) for the important facts in this legal opinion that cannot be supported by independent evidence, Xinda lawyer relies on the supporting documents issued by relevant government departments, issuers or other relevant units, as well as the written reports and professional opinions issued by other intermediaries related to this issuance and listing to express legal opinions on these facts.
(V) Cinda and its lawyers have strictly performed their statutory duties 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 practice of legal business of initial public offering and listing, and the facts that have occurred or exist before the date of issuance of this legal opinion, We have followed the principles of diligence and good faith, conducted sufficient verification and verification, and ensured that the facts identified in this 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.
(VI) Cinda agrees that the issuer shall submit this legal opinion to Shenzhen stock exchange together with other materials as a necessary legal document for the application for this issuance and listing, and shall be liable for the legal opinion issued in accordance with the law.
(VII) this legal opinion is only used by the issuer for the purpose of this issuance and listing, and shall not be used for any other purpose without the prior written permission of Xinda.
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1、 Approval and authorization of this issuance and listing
(I) internal approval and authorization of the issuer
1. On August 5, 2020, the issuer held the sixth meeting of the first board of directors. Five directors should attend the meeting, and five directors actually attended the meeting. The board of directors deliberated and approved the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing and other proposals related to this offering and listing, and proposed to convene the first extraordinary general meeting of shareholders in 2020 to consider matters related to this offering and listing.
2. On August 21, 2020, the issuer held the first extraordinary general meeting of shareholders in 2020. A total of 8 shareholders or shareholder representatives attended the general meeting, holding 360 million shares of the issuer, accounting for 100% of the total shares of the issuer. The shareholders’ meeting deliberated and passed the proposals related to the issuance and listing submitted at the sixth meeting of the first board of directors one by one.
3. On March 8, 2021, the issuer held the ninth meeting of the first board of directors. Seven directors should attend the meeting, and seven directors actually attended the meeting. The board of directors deliberated and approved the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing, the proposal on the investment project of funds raised by the company’s initial public offering of RMB common shares (A shares) and its feasibility study report, and other proposals related to the issuance and listing, It is also proposed to convene the first extraordinary general meeting of shareholders in 2021 to consider matters related to the issuance and listing.
4. On March 24, 2021, the issuer held the first extraordinary general meeting of shareholders in 2021. A total of 8 shareholders or shareholder representatives attended the general meeting, holding 360 million shares of the issuer, accounting for 100% of the total shares of the issuer. The shareholders’ meeting deliberated and passed the proposals related to the issuance and listing submitted at the ninth meeting of the first board of directors one by one.
(II) examination and approval of CSRC
On February 22, 2022, the CSRC issued the reply on Approving the initial public offering of shares by Shenzhen kangguan Technology Co., Ltd. (zjxk [2022] No. 375) to the issuer, approving the issuer to publicly issue no more than 42487500 new shares.
To sum up, lawyer Xinda believes that the issuer has fulfilled the internal approval procedures of the issuer and has been approved by the CSRC. The issuance and listing of the issuer needs the consent of Shenzhen Stock Exchange.
2、 Subject qualification of this issuance and listing
The issuer is a joint stock limited company initiated and established by Shenzhen kangguan Technology Co., Ltd. (hereinafter referred to as “kangguan Co., Ltd”) in the form of overall change on July 12, 2019, and now holds the business license (Unified Social Credit Code: 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 382487h) issued by Shenzhen market supervision administration. The issuer currently exists effectively according to law, and there is no need to terminate in accordance with laws, regulations and the articles of association. Kangguan Co., Ltd. was established according to law on September 28, 1995 and changed into a joint stock limited company as a whole. Its continuous operation has been more than three years.
To sum up, lawyer Xinda believes that the issuer is a joint stock limited company legally established and legally existing for more than three years. There is no need to terminate in accordance with laws and regulations, departmental rules, normative documents and the articles of association. It has the subject qualification of this issuance and listing according to law.
3、 Substantive conditions for this offering and listing
(I) basic information of this listing
1. According to the reply on Approving the initial public offering of Shenzhen kangguan Technology Co., Ltd. (zjxk [2022] No. 375), the issuer’s issuance has been approved by the CSRC.
2、 According to the online roadshow announcement of initial public offering of Shenzhen kangguan Technology Co., Ltd., announcement of initial public offering of Shenzhen kangguan Technology Co., Ltd., announcement of initial public offering of Shenzhen kangguan Technology Co., Ltd., announcement of online subscription and winning rate of initial public offering of Shenzhen kangguan Technology Co., Ltd., and According to the announcement of online lottery results of Shenzhen kangguan Technology Co., Ltd. in its initial public offering, this issuance is carried out by combining offline inquiry and placement to qualified investors and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market. The issuer issued 424875 million new shares at the issue price of 48.84 yuan / share. This issuance and listing is all new share issuance, and there is no old share offering.
3. According to the capital verification report dhyz [2022] No. 000145 issued by Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua”) on March 14, 2022, it is stated that as of March 14, 2022, the issuer has raised a total of 207508950000 yuan of monetary funds, deducting 7512052594 yuan of issuance related expenses, The net amount of funds actually raised by the issuer is RMB 199996897406, including RMB 4248750000 included in “capital stock” and RMB 195748147406 included in “capital reserve – capital stock premium”.
The issuer’s offering has been approved by the CSRC and the issuer has completed the public offering, which is in line with the provisions of Article 47 of the securities law and item (I) of article 3.1.1 of the listing rules.
(II) this issuance and listing meets the relevant conditions stipulated in the securities law and the listing rules
1. After verification, the issuer has established and improved the systems of relevant general meetings of shareholders, the board of directors, the board of supervisors, independent directors, the Secretary of the board of directors and the special committee of the board of directors. The relevant institutions and personnel can perform their duties according to law, have a sound and well functioning organization, and comply with the provisions of Article 47 of the securities law and item (II) of article 3.1.1 of the listing rules.
2. According to the audit report dhsz [2022] No. 000594 issued by Dahua, the issuer has made continuous profits and has the ability of sustainable operation during the reporting period, which is in line with the provisions of Article 47 of the securities law and item (III) of article 3.1.1 of the listing rules.
3. The total share capital of the issuer before the issuance and listing is 360 million yuan. According to the capital verification report dhyz [2022] No. 000145 issued by Dahua, the total share capital of the issuer after the issuance is completed is 402487500 yuan, and the total share capital after the issuance and listing is not less than 50 million yuan, Comply with the provisions of Article 47 of the securities law and item (IV) of article 3.1.1 of the listing rules.
4. The total number of shares issued to the public by the issuer this time is 424875 million. After the completion of this issuance and listing, the total number of shares of the issuer is 4024875 million. The shares issued to the public by the issuer shall not be less than 10% of the total share capital of the company, which is in line with the provisions of Article 47 of the securities law and item (V) of article 3.1.1 of the listing rules.
5. According to the compliance certificate issued by relevant government departments, the certificate of no criminal record of the controlling shareholder and actual controller of the issuer, as well as the statement and commitment issued by the issuer, its controlling shareholder and actual controller, the issuer, its controlling shareholder and actual controller have not committed corruption, bribery, misappropriation of property and The criminal crime of misappropriating property or undermining the order of the socialist market economy complies with the provisions of Article 47 of the securities law and item (VI) of article 3.1.1 of the listing rules.
6. According to the audit report dhsz [2022] No. 000594 issued by Dahua, the financial and accounting reports of the issuer in the last three years have been audited by Dahua and an unqualified audit report has been issued, which is in line with the provisions of Article 47 of the securities law and item (VII) of article 3.1.1 of the listing rules.
To sum up, lawyer Xinda believes that the issuer’s issuance and listing meets the substantive conditions stipulated in the securities law and the listing rules.
4、 The sponsor institution and sponsor representative of the issuer for this issuance and listing
1. The issuer has hired Chinalin Securities Co.Ltd(002945) (hereinafter referred to as ” Chinalin Securities Co.Ltd(002945) “) as the sponsor of this issuance and listing. Chinalin Securities Co.Ltd(002945) has been registered with the CSRC and listed in the list of sponsors. At the same time, it has the membership of Shenzhen Stock Exchange, which meets the provisions of paragraph 1 of Article 10 of the securities law and article 12.2.1 of the listing rules;
2. Chinalin Securities Co.Ltd(002945) has designated Zhong Hao and Yang Xin as the sponsor representatives to be responsible for the sponsor work of this offering and listing. Both of the above two sponsor representatives have been registered by the CSRC and included in the list of sponsor representatives, which is in line with the provisions of article 12.2.3 of the Listing Rules.
5、 Concluding observations
In conclusion, Xinda lawyer believes that:
(I) the issuer has obtained the internal approval and authorization of the issuer and the approval of the CSRC;
(II) the issuer has the subject qualification for this issuance and listing;
(III) this issuance and listing meets the substantive conditions stipulated in the securities law and the listing rules;
(IV) the offering and listing has been recommended by a suitably qualified recommendation institution;
(V) the issuer’s application for this issuance and listing still needs the consent of Shenzhen Stock Exchange.
This legal opinion is made in duplicate, each of which has the same legal effect.
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