Stock abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Stock Code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) shaanxi Panlong Pharmaceutical Group Limited by share Ltd
(registered address: Shaanxi Zhashui Panlong Ecological Industrial Park)
Public issuance of convertible corporate bonds
Prospectus
Sponsor (lead underwriter)
No. 86, Jingqi Road, Shizhong District, Jinan
March, 2002
statement
All directors, supervisors and senior managers of the company promise that there are no false, misleading statements or major omissions in the prospectus and its abstract, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the prospectus and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapter on risk factors in this prospectus. 1、 Investment risk of convertible corporate bonds
Convertible corporate bond is an investment tool with both bond nature and equity nature. The transaction terms are relatively complex and require investors to have certain professional knowledge. Before purchasing this convertible bond, investors should carefully study and understand the relevant terms in order to make correct investment decisions. The investor's subscription or purchase or acquisition of the convertible bonds by other legal means shall be deemed to have agreed to accept and be bound by the rules of the bondholders' meeting of the convertible bonds. 2、 Description of the issuance of convertible corporate bonds meeting the issuance conditions
The issuer has carefully examined the qualifications and conditions for the issuance of convertible corporate bonds 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 securities issuance of listed companies, the measures for the administration of convertible corporate bonds and other relevant laws, regulations and normative documents, It is considered that the issuance of convertible corporate bonds meets the issuance conditions.
The scheduled disclosure time of the issuer's 2021 annual report is April 26, 2022. According to the performance forecast of 2021, the net profit attributable to the shareholders of the listed company in 2021 is expected to be 87 million yuan to 97 million yuan. According to the performance forecast and the reasonable prediction made by the current situation, after the disclosure of the issuer's 2021 annual report, the relevant data in 2019, 2020 and 2021 still meet the issuance conditions of public issuance of convertible corporate bonds. 3、 Credit rating of convertible corporate bonds issued this time
The convertible corporate bonds have been rated by China Securities PENGYUAN credit evaluation Co., Ltd. and issued the credit rating report of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) 2021 public issuance of convertible corporate bonds (Zhongpeng Xin Ping [2021] No. Z [392] 02). According to the rating report, the credit rating of the convertible corporate bonds is a +, and the main credit rating of the issuer is a +, The rating outlook is stable.
During the duration of this convertible bond, CSI PENGYUAN credit rating Co., Ltd. will conduct regular follow-up rating once a year. If the credit rating of the current convertible bond changes due to the external business environment of the company, changes in its own or rating standards and other factors, it will increase the risk of investors and have a certain impact on the interests of investors. 4、 Guarantee of convertible corporate bonds issued this time
The convertible corporate bonds issued this time shall be guaranteed by Xie Xiaolin, the actual controller of the company, and bear joint and several guarantee liabilities; The scope of the guarantee includes the principal and interest of the current convertible bonds, liquidated damages, damages, expenses for realizing the creditor's rights and other reasonable expenses payable by the guarantor in accordance with laws, regulations and relevant rules. The beneficiaries of the guarantee are all holders of convertible corporate bonds; For details, please refer to "18. Guarantee matters" in "(II) this issuance plan" of "II. Basic information of this issuance" in "Chapter II overview of this issuance" of this prospectus. 5、 Dividend distribution policy of the company (I) profit distribution policy
In order to further strengthen the awareness of returning shareholders, improve the profit distribution system and provide shareholders with sustained, stable and reasonable return on investment, the issuer has, in accordance with the provisions of the notice on matters related to the further implementation of cash dividends of listed companies and the guidance on the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, A clear profit distribution policy is formulated in the articles of association, as follows:
"(I) the company's profit distribution policy is as follows:
1. Profit distribution principle: the company implements a continuous and stable profit distribution policy. The company's profit distribution should pay attention to the reasonable investment return to investors and take into account the actual operation and sustainable development of the company in that year.
2. Form of profit distribution: the company may distribute profits in cash or stock, or in a combination of cash and stock, or in other ways permitted by laws and regulations. The profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's sustainable operation ability. Under the conditions of cash dividend, the company shall give priority to cash dividend for profit distribution.
3. If the company intends to implement cash dividend, it shall meet the following conditions at the same time:
(1) The distributable profit realized by the company in this year or half a year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the provident fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the annual financial report of the company (the semi annual profit distribution shall be implemented in accordance with relevant regulations);
(3) The accumulated distributable profit of the company is positive;
(4) Other conditions stipulated by laws, regulations and normative documents.
The "distributable profit" mentioned in this article refers to the number of statements of the parent company.
4. Under the condition of meeting the above cash dividend conditions, the company shall distribute profits in cash. In principle, cash dividend shall be distributed once a year. The board of directors of the company can propose the company to carry out medium-term cash dividend according to the company's profit and capital demand.
5. Cash dividend ratio: the board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association:
(1) If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in this profit distribution shall reach 80% at least;
(2) If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 40% at least;
(3) If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%;
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it shall be handled in accordance with the provisions of the preceding paragraph.
6. If a shareholder occupies the company's funds in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder in order to repay the funds occupied.
7. Conditions for distribution of stock dividends: according to the accumulated distributable profits, accumulation fund and cash flow, on the premise of ensuring full cash dividends and reasonable scale of the company's share capital, the company can distribute profits by issuing stock dividends. The specific distribution proportion shall be reviewed and approved by the board of directors and submitted to the general meeting of shareholders for deliberation and decision.
(II) the company shall perform the following decision-making procedures for profit distribution:
1. The company's annual profit distribution plan shall be proposed and drafted by the board of directors in combination with the provisions of the articles of association, profitability and capital needs, and submitted to the general meeting of shareholders for deliberation after being reviewed and approved by the board of directors and approved by more than half of the independent directors. The independent directors and the board of supervisors shall review the profit distribution plan submitted to the general meeting of shareholders and issue written opinions;
2. When the board of Directors considers the specific plan of cash dividend, it shall carefully study and demonstrate the timing, conditions and minimum proportion of the company's cash dividend, adjustment conditions and decision-making procedures, and the independent directors shall express clear opinions;
Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation; 3. When the general meeting of shareholders deliberates on the specific scheme of cash dividends, it shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels (including but not limited to communication by telephone, fax or email, holding investor reception day activities or inviting minority shareholders to attend the meeting, etc.), and fully listen to the opinions and demands of minority shareholders, And timely respond to the concerns of minority shareholders;
4. If the board of directors does not propose a profit distribution plan in cash when the conditions for cash dividends are met in the current year, the reasons shall also be explained and disclosed in the annual report, and the independent directors shall express independent opinions on this. At the same time, when convening the general meeting of shareholders, the company shall provide online voting and other means to facilitate minority shareholders to participate in the voting of the general meeting of shareholders;
5. The board of supervisors shall supervise the implementation of the company's profit distribution policy and shareholder return plan and decision-making procedures by the board of directors and management, and issue special instructions and opinions on the implementation of relevant policies and plans if they make profits within the year but have not put forward a profit distribution plan;
6. The general meeting of shareholders shall vote on the profit distribution plan proposed by the board of directors in accordance with laws, regulations and the articles of association.
(III) adjustment of profit distribution policy:
If the company needs to adjust the profit distribution policy according to the needs of production and operation, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange. The proposal on adjusting the profit distribution policy shall seek the opinions of the independent directors and the board of supervisors in advance, and shall be submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors of the company, It is approved by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. In order to fully consider the opinions of public investors, the general meeting of shareholders shall be held by online voting at the same time.
(IV) the company shall disclose in detail the formulation and implementation of the cash dividend policy in the annual report, and make special explanations on the following matters:
1. Whether it complies with the provisions of the articles of association or the requirements of the resolutions of the general meeting of shareholders;
2. Whether the dividend standard and proportion are clear and clear;
3. Whether the relevant decision-making procedures and mechanisms are complete;
4. Whether the independent directors have performed their duties and played their due role;
5. Whether minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of minority shareholders have been fully protected.
If the cash dividend policy is adjusted or changed, it shall also specify whether the conditions and procedures for adjustment or change are compliant and transparent. " (II) profit distribution
On May 20, 2019, the issuer held the 2018 annual general meeting of shareholders, deliberated and approved the proposal on the company's profit distribution plan for 2018, and agreed to distribute cash dividends of RMB 1.00 (including tax) to all shareholders for every 10 shares based on the total share capital of 86670000 shares as of December 31, 2018, without bonus shares and capital reserve.
On May 15, 2020, the issuer held the 2019 annual general meeting of shareholders, deliberated and approved the proposal on the company's 2019 profit distribution plan, and agreed to distribute cash dividends of 1.50 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 86670000 shares as of December 31, 2019, without bonus shares and capital reserve. The issuer does not have the right to participate in profit distribution and the conversion of capital reserve into share capital by repurchasing the company's shares held in the special account.
On May 6, 2021, the issuer held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the company's 2020 profit distribution plan, and agreed to distribute cash dividends of 1.50 yuan (including tax) for every 10 shares to all shareholders based on the total share capital (excluding the company's repurchased shares) registered on the date of equity distribution and equity registration, without bonus shares, The capital reserve shall not be converted into capital stock.
In addition, Article 7 of the detailed rules for the implementation of share repurchases by listed companies of Shenzhen Stock Exchange stipulates: "if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, the repurchases that have been implemented in the current year
The amount of shares shall be regarded as the amount of cash dividends and shall be included in the relevant proportion of cash dividends in the year. " In 2020, the cumulative number of shares repurchased by the issuer through centralized bidding through the special securities account for share repurchase was 715700
The total amount paid is 20036997 yuan (excluding transaction expenses), which is regarded as cash dividend in 2020
20036997 yuan.
In 2018, 2019 and 2020, the issuer's profit distribution adopts cash dividend,
The cumulative cash distribution profit of the issuer accounts for 75.89% of the annual distributable profit, as follows:
Unit: 10000 yuan
Project 20202019 2018
Cash dividend amount (tax included) 128322
