Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
Supplementary legal opinion
August, 2001
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23-31 / F, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
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Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
Supplementary legal opinion
To: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Beijing Zhonglun law firm (hereinafter referred to as "the firm" or "Zhonglun") as a special legal consultant engaged by Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the issuer", "the company" or " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ") to publicly issue convertible corporate bonds (hereinafter referred to as "the offering"), The legal opinion of Beijing Zhonglun law firm on Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds (hereinafter referred to as the "legal opinion") was issued on July 26, 2021 Lawyer work report of Beijing Zhonglun law firm on issuing legal opinions for Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (hereinafter referred to as "lawyer work report")
The lawyers of the firm hereby issue this supplementary legal opinion in accordance with the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 211959) issued by the CSRC on August 9, 2021 and the attached feedback on the application documents for Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible bonds (hereinafter referred to as "feedback opinions").
In order to issue this supplementary legal opinion, we and our lawyers have conducted supplementary verification on the facts involved in the issuance of this supplementary legal opinion on the basis of the legal opinion and lawyer work report, in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, and in the principle of prudence and importance.
In the process of verification, our lawyers obtained the following guarantees from the issuer:
The issuer has provided the bourse with authentic original written materials, copies or copies that the bourse deems necessary to issue this supplementary legal opinion; The issuer has not omitted any documents when providing the exchange. The signatures and seals on all documents are true, and all copies or copies are consistent with the original.
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), and the facts that have occurred or exist before the date of issuance of this supplementary legal opinion, the office and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this supplementary 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 liabilities.
The bourse agrees to take this supplementary legal opinion and the legal opinion and lawyer work report issued by the bourse as the necessary legal documents for the issuer to apply for this issuance, submit them together with other application materials to the CSRC for review, and bear corresponding legal liabilities for the legal opinions issued in accordance with the law. This supplementary legal opinion is a supplement to the legal opinion and constitutes an integral part of the legal opinion.
The bourse agrees that the recommendation institution may quote some or all of the contents of this supplementary legal opinion in the prospectus prepared by it for the issuer's offering or in accordance with the examination requirements of the CSRC, but the recommendation institution shall not cause legal ambiguity or misinterpretation due to the quotation, The ownership of the company will review and confirm the relevant contents referenced therein again.
Unless otherwise specified, the terms, names and abbreviations used in this supplementary legal opinion have the same meanings as those in the legal opinion and lawyer work report issued by this office.
This supplementary legal opinion is only used by the issuer for the purpose of this issuance, and shall not be used for any other purpose or purpose without the written consent of the exchange.
Our lawyers have verified and verified the relevant matters in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue supplementary legal opinions as follows:
1、 Feedback question 9
The issuer is requested to supplement and disclose whether the shareholders or directors, supervisors and senior executives of the listed company holding more than 5% of the shares participate in the issuance and subscription of convertible bonds; If yes, whether there are plans or arrangements to reduce the shares of listed companies or issued convertible bonds within six months before and after the subscription of convertible bonds. If not, please issue a commitment and disclose.
The recommendation institution and lawyers are invited to give verification opinions.
reply:
(I) verification procedure
In response to question 9 of the feedback, our lawyers mainly performed the following verification procedures:
1. Refer to relevant provisions such as the securities law, the administrative measures, the administrative measures for convertible corporate bonds, the stock listing rules, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange;
2. Check the list of top ten shareholders whose equity registration date is June 30, 2021 downloaded from the system of Shenzhen Branch of zhongdeng company provided by the issuer;
3. Check the resolutions of the 44th meeting of the sixth board of directors, the first meeting of the seventh board of directors and the resolutions of the general meeting of shareholders in 2020 and other announcement documents;
4. Log in to the "information disclosure / regulatory information disclosure / share change of directors, supervisors, senior executives and related personnel" system of Shenzhen Stock Exchange (www.szse. CN. / disclosure / supervision / change / index. HTML) and cninfo (www.cn. Info. Com. CN.) Inquire about the share reduction of shareholders holding more than 5% and directors, supervisors and relevant personnel of the issuer;
5. Obtain and review the relevant commitment documents signed by the shareholders, directors, supervisors and senior managers holding more than 5% of the issuer's shares.
(II) verification opinions
1. Shareholders, directors, supervisors and senior executives holding more than 5% of the issuer's shares
According to the list of the top ten shareholders as of June 30, 2021 provided by Shenzhen Branch of zhongdeng company and the relevant announcements of the issuer verified by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the shareholders holding more than 5% of the shares of the issuer are Mr. Liu Chuangxin and Ya'an state owned assets company.
As of the date of issuance of this supplementary legal opinion, the directors, supervisors and senior managers of the issuer are Liu Chuang, Liu Sichuan, Wang Jingyi, Shao Wenbo, he Guosheng, Wang Guangji, Ren Shichi, Gao Jinbo, Chen Jie, Wan Peng, Zheng Changyan, Guo yunpei, Wei Juncai, Tan Hongbo, Feng Hao, Lai Degui, Ge Tao, Wu Zhonghua and Ding Nanchao. 2. Whether the shareholders, directors, supervisors and senior executives holding more than 5% of the issuer participate in the issuance, subscription, reduction and issuance of commitments
(1) Commitment to participate in the main contents of subscribers and their commitments as appropriate
According to the letter of commitment issued by the issuer's shareholders holding more than 5% of the shares and directors, supervisors and senior executives, the issuer's shareholders holding more than 5% of the shares Liu Chuang, Ya'an state owned assets company, directors Liu Sichuan, Wang Jingyi, Shao Wenbo, Wang Guangji, supervisors Wan Peng, Zheng Changyan, senior managers Wei Juncai, Tan Hongbo, Feng Hao, Lai Degui, Ge Tao, Wu Zhonghua Ding Nanchao will decide whether to participate in the issuance and subscription of convertible bonds according to market conditions. After verification, the issuer has not issued convertible corporate bonds since the initial public offering and listing. According to the written confirmation of all parties who will participate in the issuance and subscription of convertible bonds as appropriate and the query results of the "information disclosure / regulatory information disclosure / share change of directors, supervisors and relevant personnel" system of Shenzhen Stock Exchange, The foregoing parties have not reduced their holdings of Sichuan Kelun Pharmaceutical Co.Ltd(002422) shares in recent six months, and they have issued a letter of commitment to not reduce their holdings of the issuer's shares or issued convertible bonds within six months before and after the subscription of convertible bonds. The specific contents of the letter of commitment are as follows:
"1. From six months before the date of issuance of this commitment to the date of issuance of this commitment, I / the company does not reduce the shares of the company;
2. If I / the company reduces the company's shares within six months before the first day of the issuance of convertible corporate bonds (the announcement date of the prospectus), I / the company promises not to participate in the issuance and subscription of convertible corporate bonds;
3. If I / the company does not reduce the shares of the company within six months before the first day of the issuance of convertible corporate bonds (the announcement date of the prospectus), I / the company will decide whether to participate in the issuance and subscription of convertible corporate bonds according to the market conditions;
4. After the successful subscription of convertible corporate bonds issued this time, I / the company promises to strictly abide by the requirements of relevant laws and regulations on short-term transactions, that is, I / we will not reduce Sichuan Kelun Pharmaceutical Co.Ltd(002422) shares and convertible corporate bonds issued this time from the first day of convertible corporate bonds issued this time (the announcement date of the prospectus) to six months after the completion of this issuance. At the same time, I (if a natural person) guarantee that my spouse, parents and children will strictly abide by the relevant provisions of short-term trading;
5. I / the company voluntarily make this letter of commitment and accept the binding of this letter of commitment. If I / the company violates the commitment, the income thus obtained shall belong to Sichuan Kelun Pharmaceutical Co.Ltd(002422) and bear the legal liabilities arising therefrom in accordance with the law. "
(2) Commitment not to participate in the main contents of subscribers and their commitments
The issuer's directors he Guosheng, Ren Shichi, Gao Jinbo, Chen Jie and supervisor Guo yunpei promised not to participate in the subscription of convertible bonds. The specific contents of the commitment letter issued by them are as follows:
"I / our company promise not to participate in the issuance and subscription of convertible corporate bonds, nor entrust other subjects to participate in the issuance and subscription of convertible corporate bonds, and voluntarily accept the constraints of this commitment letter. If I / our company violates the above commitments, I / our company will bear the legal liabilities arising therefrom according to law. If losses are caused to the issuer and other investors, I / our company will Will be liable for compensation in accordance with the law. "
In conclusion, our lawyers believe that the issuer's directors he Guosheng, Ren Shichi, Gao Jinbo, Chen Jie and supervisor Guo yunpei have issued a commitment not to participate in the issuance and subscription of convertible bonds. Shareholders holding more than 5% of the issuer's shares and other directors, supervisors and senior managers have issued commitments on the subscription of convertible bonds, and there is no reduction in the company's shares from 6 months before the date of issuance of the commitment to the date of issuance of the commitment; If there is stock reduction six months before the first day of this convertible bond issue, it will not participate in the subscription of this convertible bond. If there is no stock reduction six months before the first day of this convertible bond issue, it will decide whether to participate in the subscription of this convertible bond according to the market conditions. After the subscription is successful, The company's shares and convertible bonds issued this time shall not be reduced from the first day of the issuance of convertible bonds to six months after the completion of the issuance.
2、 Feedback question 10
The land for the project invested by the issuer involves the use of new land, and the bidding, auction and listing procedures are being performed at present. The applicant is requested to disclose the specific arrangement and progress of land acquisition, whether it is in line with the land policy and urban planning, and the risk of the implementation of land for raised investment projects; If it is impossible to obtain the land for the raised investment project, the alternative measures to be taken and the impact on the implementation of the raised investment project.
The recommendation institution and lawyers are invited to give verification opinions.
reply:
(I) verification procedure
In response to question 10 of the feedback, our lawyers mainly performed the following verification procedures:
1. Refer to the description on land use of Sichuan Kelun Pharmaceutical Co.Ltd(002422) construction project (hereinafter referred to as "land use description") issued by the Management Committee of modern transportation industry functional zone of Xindu District, Chengdu (hereinafter referred to as "Xindu District Management Committee") on June 30, 2021;
2. Consult the issuer's feasibility study report on the raised funds project and the prospectus;
3. Consult the written instructions issued by the issuer;
4. Interview the relevant principals of the issuer's raised investment projects;
5. Relevant environmental impact assessment, filing documents and relevant state-owned construction land use right / real estate property right certificates of the convertible bond raised investment project.
(II) verification opinions
According to the prospectus, the feasibility study report of the fund-raising project, the relevant approval documents of the convertible bond raised investment project and the state-owned construction land use right / real property right certificate, in this convertible bond raised investment project, except for the innovative preparation production line and the supporting warehousing and logistics center project of the supporting construction project, which still needs to obtain the new land use right, Other projects have been achieved
