Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) 2021 public issuance of convertible corporate bonds credit rating report CSCI PENGYUAN Credit Rating Report
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The core product of the advantageous company, Panlong seven pieces, ranks high in market share in the subdivided field, and has a certain brand influence and product competitiveness. Panlong Qipian is the company's exclusive production variety, national medical insurance category a catalogue variety and national patent variety. "Panlong" brand trademark has been recognized as "famous trademark of Shaanxi Province" for four times; In recent years, Panlong has benefited from the continuous growth of product specifications and retail revenue. The company's cash assets account for a relatively high proportion, and the overall repayment pressure is small. By the end of 2020, the scale of cash assets of the company had reached 464 million yuan and the scale of interest bearing debt had reached 63 million yuan. If considering the successful issuance of current bonds, the cash short debt ratio would reach 46.45 and the coverage ratio would still be good.
After the listing, the capital strength of the company has been enhanced and the financing channels have become more diversified. The company's initial public offering of shares in November 2017 raised a net capital of 184 million yuan, which not only increased the capital strength, but also widened the company's financing channels. Focus on the single risk of certain core products faced by the company. In recent years, the sales revenue of Panlong seven tablets accounts for more than 70% of the revenue of self-produced Chinese patent medicine in the current period. The production and sales status of Panlong seven tablets largely determines the company's revenue and profitability. If there are abnormal fluctuations in the production and sales of Panlong seven tablets, it will have a great impact on the company's economic and business performance. The company faces a certain risk of product price decline. At present, the sales price of the company's main products is relatively stable. However, with the national implementation of policies such as medical insurance fund fee control, centralized drug procurement, medical insurance drug price negotiation and volume procurement, the medical insurance fee control policy is gradually increased, and the company's main products still have a certain downward pressure on product prices. Raw materials face certain price fluctuation risk and shortage risk. Most of the raw materials of Panlong seven tablets are rare medicinal materials in Qinling Mountains. The origin is obviously regional, which is greatly limited by natural conditions. The supply stability of traditional Chinese medicine is poor, and the purchase unit price of main raw materials fluctuates greatly. The capacity utilization rate of some dosage forms is low, and there is great uncertainty whether the new capacity can be digested in the future. Tea, mixture, capsule, disinfectant, API and other products are still in the market introduction period. The market demand and policy evolution affect the product sales, and the capacity utilization rate is low; The scale of projects under construction and planned to be built is large, and there is great uncertainty whether the production capacity can be fully digested after completion. The scale of accounts receivable is large and faces certain working capital pressure. In recent years, the scale of the company's accounts receivable has continued to grow, the concentration has increased, and the aging has been prolonged, facing certain working capital pressure. The rating method and model are applicable to this rating
Rating method / model name version number
Credit rating method and model of pharmaceutical manufacturing enterprises cspyffmx2021v1 0 external special support evaluation method cspyff2019v1 0 note: the above rating methods and models have been disclosed on the official website of CSI PENGYUAN at www.cspengyuan.com com.
1、 Overview of issuer
The company, formerly known as Shaanxi Panlong Pharmaceutical Co., Ltd. (hereinafter referred to as "Panlong Co., Ltd"), was established on September 22, 1997, with a total investment of 1.26 million yuan by 31 natural persons such as Xie Xiaolin, of which Xie Xiaolin contributed 200000 yuan, accounting for 15.87%. On June 18, 2003, the shareholders' meeting of Panlong Co., Ltd. passed a resolution to change the company's name to "Shaanxi Panlong Pharmaceutical Group Co., Ltd.". After several equity transfers and capital increases, as of June 2012, the registered capital of the company had increased to 65 million yuan. On May 21, 2013, the company was established as " Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) ", with net assets of 1788704 million yuan at the end of 2012 equivalent to 65 million shares, par value of 1 yuan per share, and the net assets exceeding the share capital are included in the capital reserve.
On November 16, 2017, the RMB ordinary shares publicly issued by the company were listed on the small and medium-sized board of Shenzhen Stock Exchange. The stock is abbreviated as " Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) " and the stock code is " Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) . SZ". After issuance, the total shares are 86.67 million, the issue price is 10.03 yuan per share, and the net fund raised is 1840482 million yuan. By the end of March 2021, the registered capital and paid in capital of the company were 86.67 million yuan. Among them, Xie Xiaolin holds 37171000 shares, accounting for 42.89%, and is the controlling shareholder and actual controller of the company.
The company is a modern high-tech enterprise integrating gap planting, drug production, R & D, sales and pharmaceutical logistics as the core industries. The company's drugs mainly focus on rheumatic bone injuries, and the representative product Panlong seven tablets is the core variety. At the same time, it covers many treatment fields such as liver and gallbladder, cardio cerebrovascular, gynecology, antitumor, pediatrics and so on. By the end of 2020, there were 7 subsidiaries and 1 non enterprise unit included in the company's consolidated statements. See Appendix IV for details.
2、 Overview of current bonds
Bond Name: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) publicly issued convertible corporate bonds;
Issuance scale: no more than RMB 276 million (including);
Bond term and interest rate: 6 years; The determination method of the coupon rate of the convertible corporate bonds issued this time and the final interest rate level of each interest bearing year shall be submitted to the general meeting of shareholders of the company to authorize the board of directors to negotiate and determine with the sponsor (lead underwriter) according to national policies, market conditions and specific conditions of the company before issuance;
Repayment of principal and interest: the interest is paid once a year. The principal of the convertible bonds that have not been converted into shares is returned at maturity and the interest of the last year is paid; Conversion period: from the first trading day after the expiration of six months from the date of issuance of convertible corporate bonds to the maturity date of convertible corporate bonds;
Initial conversion price: the initial conversion price of convertible corporate bonds issued this time shall not be lower than the higher of the average trading price of the company's shares on the 20 trading days before the announcement date of the prospectus and the average trading price of the company's shares on the previous trading day, The specific initial conversion price shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance;
Downward correction clause of conversion price: during the duration of the convertible corporate bonds issued this time, when the closing price of the company's shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward correction scheme of the conversion price and submit it to the general meeting of shareholders for voting; www.cspengyuan. com.
Redemption terms:
Terms of redemption at maturity: within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares. The specific redemption price shall be determined by the board of directors authorized by the general meeting of shareholders through negotiation with the sponsor (lead underwriter) according to the market conditions at the time of issuance.
Conditional redemption clause: during the conversion period, when any of the following circumstances occurs, the company has the right to decide to redeem all or part of the convertible bonds that have not been converted into shares at the price of the face value of the bonds plus the accrued interest of the current period: (1) during the conversion period, If the closing price of the company's shares on at least 15 trading days in any 30 consecutive trading days is not lower than 130% (including 130%) of the current conversion price. (2) When the balance of convertible bonds issued this time is less than 30 million yuan. If the conversion price has been adjusted within the above 30 trading days, it shall be calculated according to the conversion price and closing price before the conversion price adjustment day, and according to the adjusted conversion price and closing price on the conversion price adjustment day and subsequent trading days.
Resale terms:
1. Conditional resale clause
In the last two interest bearing years of the convertible corporate bonds issued this time, if the closing price of the company's shares on any consecutive 30 trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to resell all or part of the convertible corporate bonds held by them to the company at the price of the face value of the bonds plus the current accrued interest. If the conversion price has been adjusted due to bonus shares, conversion of share capital, additional issuance of new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares and distribution of cash dividends within the above trading days, it shall be calculated according to the conversion price and closing price before the adjustment on the trading day before the adjustment, On the adjusted trading day, it shall be calculated according to the adjusted conversion price and closing price. If the conversion price is revised downward, the above 30 consecutive trading days shall be recalculated from the first trading day after the conversion price adjustment. In the last two interest bearing years of the convertible corporate bonds issued this time, the holders of the convertible corporate bonds may exercise the repurchase right once according to the above agreed conditions after the annual repurchase conditions are met for the first time. If the holders of the convertible corporate bonds fail to declare and implement the repurchase within the repurchase reporting period announced at the time of the company's session when the repurchase conditions are met for the first time, In this interest bearing year, the repurchase right can no longer be exercised, and the holders of convertible corporate bonds can not exercise part of the repurchase right multiple times.
2. Additional resale clause
If the implementation of the investment project of the raised funds of the convertible corporate bonds issued by the company this time changes significantly compared with the commitment of the company in the prospectus, and the change is recognized by the CSRC as changing the purpose of the raised funds, the holders of the convertible corporate bonds shall have the right to sell back at one time. The holders of convertible corporate bonds have the right to resell all or part of their convertible corporate bonds to the company at the face value of the bonds plus the current accrued interest. After the additional resale conditions are met, the holders of convertible corporate bonds issued this time can carry out the resale within the additional resale reporting period after the announcement of the company. If the resale is not carried out during the additional resale reporting period, they shall not exercise the additional resale right (for the calculation method of current accrued interest, see the relevant contents of redemption terms).
Credit enhancement method: Xie Xiaolin, the actual controller of the company, provides guarantee and assumes joint and several guarantee liabilities.
3、 Purpose of funds raised by the bonds www.cspengyuan.com com.
The total amount of funds to be raised by the current bonds is no more than RMB 276 million (inclusive). After deducting the issuance expenses, the details of capital investment are as follows: Table 1 details of the investment of funds raised by the current bonds (unit: 10000 yuan)
Project Name: proportion of the total investment of the project and the use scale of the raised funds in the total investment of the project
Construction project of centralized preparation center for medical institutions in Shaanxi 1506254 100%
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) quality inspection and testing sharing platform upgrading project 495684495684 100%
Supplementary working capital 758062758062 100%
Total 276 Shenzhen Energy Group Co.Ltd(000027) 60000 100%
Source: provided by the company, sorted by CSI PENGYUAN
1. Construction project of centralized preparation center for medical institutions in Shaanxi Province
The main body of the project is the headquarters of the company, which is located in Panlong Ecological Industrial Park, Shiqi Road, Zhashui County, Shangluo City, Shaanxi Province. It is planned to reconstruct and expand the company's original comprehensive preparation workshop, pre extraction workshop and warehouse, and add a new preparation workshop, extraction workshop and warehouse with a construction area of 966500 m2 in the original site, Establish a centralized preparation center for medical institutions in Shaanxi Province to provide in-hospital preparation development and entrusted production for medical institutions in Shaanxi Province. The planned construction period is 18 months, from July 2021 to December 2022. The total investment of the project is 1506254 billion yuan, mainly including construction engineering, equipment purchase, equipment installation and commissioning fees and initial working capital.
The products to be produced in this project involve treatment or adjuvant treatment in the fields of Pediatrics, Gastroenterology, cardio cerebrovascular, respiratory, dermatology, gynecology, endocrinology and other diseases. According to the feasibility study report provided by the company, the operation period of the project is 10 years. After the completion of the project, the average annual sales revenue is expected to be 2946072 million yuan. The income tax rate of the project is levied at 15%, and the average annual net profit is expected to be 51.012 million yuan. The payback period (after tax) of the project investment is 5.93 years, and the internal rate of return (after tax) is 28.98%. However, there is some uncertainty whether the project can be completed as expected or achieve the expected income due to policy, market and other factors in the future.
On January 18, 2021, the company obtained the filing Reply of Shaanxi Provincial Drug Administration on the construction of the project (Shaanxi drug supervision letter [2021] No. 29). On March 10, 2021, the company obtained the filing confirmation of enterprise investment projects in Shaanxi Province issued by the development and Reform Bureau of Zhashui County (project code: 210361102604-01841010).
2. Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) quality inspection and testing sharing platform upgrading project
The main body of the project is the headquarters of the company, with a total investment of 495684 million yuan, including 11.4 million yuan for site decoration, accounting for 23.00%; Equipment purchase and maintenance cost is 381684 million yuan, accounting for 77.00%. The project is located in Panlong Ecological Industrial Park, Shiqi Road, Zhashui County, Shangluo City, Shaanxi Province
