Beijing Zhonglun law firm
About Kyland Technology Co.Ltd(300353)
Issue shares to specific objects in a summary procedure
Of the issuing process and the compliance of the issuing object
Legal opinion
January 2002
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
Floor 22-31, South Tower, building 3, Zhengda center, No. 20, Jinhe East Road, Chaoyang District, Beijing 100020
22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 10 5957 2288 Fax: + 86 10 6568 1022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Kyland Technology Co.Ltd(300353)
Issue shares to specific objects in a summary procedure
Of the issuing process and the compliance of the issuing object
Legal opinion
To: Kyland Technology Co.Ltd(300353)
The exchange has accepted the entrustment of Kyland Technology Co.Ltd(300353) to act as the special legal adviser for this offering, and has issued the legal opinion of Beijing Zhonglun law firm on Kyland Technology Co.Ltd(300353) issuing shares to specific objects through summary procedures (hereinafter referred to as the “legal opinion”) Lawyer work report of Beijing Zhonglun law firm on Kyland Technology Co.Ltd(300353) issuing shares to specific objects through summary procedures.
The exchange hereby issues this legal opinion on the issuance process and the compliance of the issuing objects of the shares issued to specific objects through summary procedures. For this legal opinion, our lawyer declares that the relevant statements of the legal opinion are applicable. Unless otherwise stated in this legal opinion, the abbreviation used in this legal opinion is consistent with the interpretation of the legal opinion.
Based on the above, our lawyers have verified and verified the relevant documents and facts provided by the company in accordance with the requirements of the law and in accordance with the recognized business standards, ethics and the spirit of diligence in the lawyer industry, and now issue the following legal opinions:
1、 Approval and authorization of this offering
(I) internal approval and authorization obtained for this issuance
1. On May 21, 2021, the issuer held the 2020 annual general meeting of shareholders, deliberated and passed the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to small amount fast financing, and authorized the board of directors to decide that the company would issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year to specific objects, The authorization period starts from the date of deliberation and approval of the company’s 2020 annual general meeting of shareholders to the date of holding the company’s 2021 annual general meeting of shareholders.
2. On November 15, 2021, the issuer held the 41st meeting of the 5th board of directors, The proposal on the company’s compliance with the conditions for issuing shares to specific objects through summary procedures, the proposal on the company’s plan for issuing shares to specific objects through summary procedures in 2021, and the proposal on the company’s plan for issuing shares to specific objects through summary procedures in 2021 were reviewed and approved Proposal on the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021 through simple procedures and proposal on the feasibility analysis report of the company’s use of funds raised by issuing shares to specific objects in 2021 through simple procedures Proposals related to this offering, such as the proposal on diluting immediate return and filling return measures and commitments of relevant subjects for the company to issue shares to specific objects with summary procedures, the proposal on the company’s shareholder return plan for the next three years (2021-2023), etc.
3. On November 26, 2021, the issuer held the 42nd meeting of the 5th board of directors, The proposal on the bidding results of the company’s issuance of shares to specific objects in 2021 through simple procedures, the proposal on signing a share subscription agreement with specific objects with effective conditions, and the proposal on the company’s non recurring income statement were reviewed and approved Proposal on the authenticity, accuracy and completeness of the prospectus for the issuance of shares to specific objects by the company’s gem through simple procedures, proposal on the company’s plan for the issuance of shares to specific objects by simple procedures in 2021 (Revised Draft), proposal on the demonstration and analysis report of the company’s plan for the issuance of shares to specific objects by simple procedures in 2021 (Revised Draft) The proposal on the feasibility analysis report (Revised Version) of the company’s issuance of shares to specific objects in 2021, the proposal on the company’s internal control self-evaluation report on September 30, 2021, the proposal on the company’s internal control assurance report and other proposals related to this issuance.
(II) this offering has been audited by Shenzhen Stock Exchange and registered with CSRC
1. The issuer’s application for this issuance was accepted by Shenzhen Stock Exchange on December 13, 2021 and issued the notice on accepting Kyland Technology Co.Ltd(300353) application documents for issuing shares to specific objects (szss [2021] No. 504). The issuance and listing audit institution of Shenzhen Stock Exchange reviewed the issuer’s application documents for this issuance and submitted them to the CSRC for registration on December 16, 2021.
2. On December 28, 2021, the issuer received the reply on approving Kyland Technology Co.Ltd(300353) the registration of issuing shares to specific objects (zjxk [2021] No. 4069) issued by the CSRC, and agreed to the issuer’s application for registration of issuing shares to specific objects.
In conclusion, our lawyers believe that the issuer has obtained the necessary approval and authorization for this issuance and has the legal conditions for implementation.
2、 Issuance process of this issuance
According to the joint lead underwriting agreement signed between the issuer and China Securities Co.Ltd(601066) , Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting sponsor Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) “) for this offering, China Securities Co.Ltd(601066) , Shenwan Hongyuan Group Co.Ltd(000166) as the joint lead underwriter of the issuer’s offering, are responsible for underwriting the shares issued to the specific object. After verification by lawyers of the exchange, the main process of the issuer’s issuance is as follows:
(I) sending of invitation for subscription
From November 17, 2021 to the subscription quotation date, before 8:30 a.m. on November 22, 2021, The issuer and the co lead underwriters issued to 74 institutional and individual investors the invitation to subscribe for Kyland Technology Co.Ltd(300353) issuance of shares to specific objects by simple procedures (hereinafter referred to as the “invitation to subscribe”) and its annex Kyland Technology Co.Ltd(300353) quotation for application for issuance of shares to specific objects by simple procedures (hereinafter referred to as the “quotation for subscription”) and other subscription invitation documents.
After verification, the specific sending objects of this subscription invitation document include: the top 20 shareholders of the issuer (excluding related parties), 22 securities investment fund management companies, 11 securities companies, 8 insurance institutional investors and 13 investors who have expressed their subscription intention.
Our lawyers believe that the issuer and the co lead underwriters have sent the subscription invitation to qualified specific objects, and the objects of this issuance include the top 20 shareholders of the company, no less than 20 securities investment fund management companies, no less than 10 securities companies and no less than 5 insurance institutional investors; According to the “invitation for subscription”, the offering price and object are determined by bidding, which is in line with the provisions of Article 31 and paragraph 1 of Article 37 of the detailed rules for the implementation of securities issuance and underwriting.
In accordance with the principles of fairness and transparency, the issuer and the joint lead underwriters have agreed in advance on the operating rules for selecting the issuing object, collecting the subscription deposit and the handling of the deposit in case of investor default, determining the subscription price, allocating the subscription quantity and other matters in the subscription invitation documents such as the subscription invitation letter and the subscription quotation issued by the issuer and the joint lead underwriters to the above sending objects, The subscription deposit collected by the joint lead underwriters from the issuing object shall not exceed 20% of the proposed subscription amount, which is in line with the provisions of Article 40 of the detailed rules for the implementation of securities issuance and underwriting.
(II) subscription of this offering
Witnessed by our lawyers, during the subscription quotation period of this offering, i.e. 8:30-11:30 a.m. on November 22, 2021, the co lead underwriters received a total of 11 subscription quotations meeting the formal requirements of the subscription invitation. The declarations of the above 11 investors are as follows:
Serial number investor name subscription price (yuan / share) subscription amount (10000 yuan)
9.50 1,000
1 Xingzheng Global Fund Management Co., Ltd. 8.50 2000
8.00 4,000
Ningbo ningju Asset Management Center (8.45 yuan)
2 partners) – ningju YINGSHANHONG 4 private securities investment 8.15 1500
UNCDF 7.95 2000
3 Gao Weiping 8.26 1000
8.23 2,670
4 CAITONG Fund Management Co., Ltd
7.86 3,770
5 Guo Jinsheng 8.16 1000
6 China Galaxy Securities Co.Ltd(601881) 7.94 1,000
7.90 11,000
7. Industrial investment fund Co., Ltd
7.86 11,000
8 Yu Cheng 7.88 1000
Serial number investor name subscription price (yuan / share) subscription amount (10000 yuan)
7.86 1,000
7.85 1,000
9 Shanghai Zendai Asset Management Co., Ltd. – Zendai 7.87 1000
Quantitative value private equity investment fund
10 Shijingshan District, Beijing modern Chuangfa Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) 7.85 5000
Exhibition fund Co., Ltd
11 Chen Hui 7.85 3000
According to the provisions of the invitation for subscription, except for the securities investment fund management company reported to the China Securities Association, the subscription object shall participate in this subscription before submitting the application for subscription
