Stock abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Stock Code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Sichuan Kelun Pharmaceutical Co., Ltd
(address: NanEr Road, Industrial Development Zone, Xindu satellite city, Chengdu)
Public issuance of convertible corporate bonds
Summary of prospectus
Sponsor / lead underwriter / trustee
(address: 28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone)
Signed on:
Statement
All directors, supervisors and senior managers of the company promise that the prospectus and its abstract do not contain any false, misleading statements or major omissions, 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.
The purpose of the summary of this prospectus is only to provide the public with a brief information about this offering. Investors should carefully read the full text of the prospectus as the basis for their investment decision. The full text of the prospectus is also published on the company's designated information disclosure website, http://www.cn.info.com.cn.
Tips on major issues
When evaluating the convertible corporate bonds issued this time, investors should pay special attention to the following major matters and carefully read the chapter on risk factors in the prospectus. 1、 Notes on the issuance of convertible bonds meeting the issuance conditions
According to the securities law, the measures for the administration of securities issuance of listed companies and other relevant regulations, the company's public issuance of convertible corporate bonds meets the statutory issuance conditions. 2、 On the credit rating of convertible bonds issued this time
China integrity international has carried out credit rating on the convertible corporate bonds issued this time and made corresponding arrangements for follow-up rating. According to the credit rating report of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds issued by zhongchengxin international, the main credit rating of the company is AA +, the rating prospect is stable, and the credit rating of this bond is AA +.
During the validity period of the credit rating of this rating (until the agreed repayment date of the principal and interest of this bond), China integrity international will conduct tracking rating at least once a year. If the credit rating of the convertible bonds is lowered due to factors such as the external business environment, the company's own situation or the change of rating standards, it will increase the investment risk of investors and have a certain impact on the interests of investors. 3、 The company's profit distribution policy and profit distribution in recent three years (I) the company's existing dividend distribution policy
According to the current effective articles of association, the company's current profit distribution policy is as follows:
"Article 155 the company implements an active profit distribution policy and strictly abides by the following provisions: (I) profit distribution principle
The company's profit distribution should pay attention to the reasonable investment return to investors, maintain the continuity and stability of profit distribution, and comply with the relevant provisions of laws and regulations; The company's profit distribution shall not exceed the scope of accumulated profits available for distribution and shall not damage the company's sustainable operation ability.
(II) profit distribution form
The company may distribute profits in cash, stocks, a combination of cash and stocks, or other ways permitted by laws and regulations; If the company has the conditions for cash dividends, it shall use cash dividends for profit distribution. In profit distribution, cash dividends take precedence over stock dividends.
1. Specific conditions, interval and minimum proportion of cash dividends
The company shall implement cash dividends when meeting the following specific conditions at the same time:
(1) The distributable profit of the company in this year (i.e. the remaining after tax profit after the company makes up the loss and withdraws the accumulation fund) is positive;
(2) The audit institution shall issue a standard unqualified audit report on the company's annual financial report; (3) The company has no major foreign investment plan or major capital expenditure in the next 12 months. Major investment plan or major capital expenditure refers to that the accumulated monetary capital expenditure of the company's proposed foreign investment, acquisition of assets or investment in fixed assets in the next 12 months reaches or exceeds 30% of the company's latest audited net assets and exceeds RMB 500 million.
If the above conditions are met, the company shall pay cash dividends once a year in principle, and the board of directors of the company can also propose Interim Cash Dividends according to the company's profitability.
The accumulated profits distributed by the company in cash every three years shall not be less than 30% of the annual distributable profits realized in the three years.
2. Conditions for issuing stock dividends
According to the accumulated distributable profits, accumulation fund and cash flow, the company can distribute profits by issuing stock dividends on the premise of ensuring full cash dividends and reasonable scale of the company's share capital, and considering the company's growth, diluted net assets per share and other reasonable factors. The specific proportion shall be considered and approved by the board of directors, Submit to the general meeting of shareholders for deliberation and decision.
Under the conditions of meeting the above cash dividend and stock dividend distribution, the company can adopt the combination of cash and stock or other methods permitted by laws and regulations for profit distribution.
(III) differentiated cash dividend policy
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 can be handled in accordance with the provisions of the preceding paragraph.
The specific stage of the company's actual dividend distribution shall be determined by the board of directors according to the specific circumstances.
(IV) decision making mechanism and procedure of specific profit distribution scheme
The specific profit distribution plan of the company shall be formulated by the board of directors and submitted to the general meeting of shareholders for approval after being deliberated and approved by the board of directors.
When formulating the specific profit distribution plan of the company, the board of directors shall carefully study and demonstrate the timing, conditions, minimum proportion, adjustment conditions and decision-making procedure requirements of the company's cash dividend, and submit it to the board of directors for deliberation after the independent directors express clear opinions and obtain the approval of more than half of the independent directors.
Before the general meeting of shareholders deliberates on the specific profit distribution plan of the company, the company shall actively communicate and exchange with shareholders, especially minority shareholders, through various channels such as investor telephone, e-mail and investor interaction platform, fully listen to the opinions and demands of minority shareholders, and respond to the concerns of minority shareholders in time. The board of directors, independent directors and shareholders who meet the relevant requirements can solicit shareholders' voting rights.
The company's annual profit and the board of directors has not put forward a cash profit distribution plan. When the company holds the general meeting of shareholders, in addition to setting up on-site meetings, it should also provide shareholders with an online voting platform; At the same time, the company shall disclose the reasons in the annual report, and the independent directors shall express independent opinions on it.
(V) adjustment conditions, decision-making procedures and mechanisms of profit distribution policies
1. If the company's external production and operation environment changes significantly or the company's existing profit distribution policy may affect the sustainable operation of the company, the board of directors of the company may propose a proposal to adjust the profit distribution policy, but it shall take the interests of shareholders as the starting point, pay attention to the protection of the interests of investors, and explain the reasons in detail in the proposal to adjust the profit distribution policy submitted to the general meeting of shareholders, The adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange.
2. In the process of adjusting the profit distribution policy, the company shall widely solicit the opinions of shareholders, especially small and medium-sized shareholders, through various channels such as investor telephone, email and investor interaction platform; After detailed demonstration, it shall be reviewed by the board of directors of the company and submitted to the general meeting of shareholders of the company for review; The independent directors shall express their opinions on the adjustment of the profit distribution policy.
3. When the general meeting of shareholders deliberates on the adjustment proposal of profit distribution policy, it shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders; Meanwhile, when the company's general meeting of shareholders deliberates the company's profit distribution adjustment policy, in addition to setting up an on-site meeting, it shall also provide shareholders with an online voting platform.
(VI) if a shareholder illegally occupies the company's funds, the company shall deduct the cash dividend distributed to the shareholder when implementing the cash dividend to repay the company's funds occupied by him. " (II) profit distribution plan for the last three years
Since its listing, the company has implemented a positive profit distribution policy. The details of the company's profit distribution in recent years are as follows:
The profit distribution plan for 2018 is as follows: the total share capital of the company is 143978600 shares, deducting 8215715 shares of the company in the special securities repurchase account of the company. Based on 1431570345 shares, a cash dividend of RMB 2.096 (including tax) is distributed to all shareholders (except the special securities repurchase account of the company) for every 10 shares, with a total cash dividend of RMB 30.06 million; No conversion, no share bonus.
The profit distribution plan for 2019 is as follows: the total share capital of the company is 143978600 shares. After deducting 21779095 shares held by the company through the special repurchase account, the cash dividend of RMB 4.25 (including tax) is distributed for every 10 shares based on the share capital of 1418006965 shares, and a total of RMB 602652960 is distributed; No conversion, no share bonus.
The profit distribution plan for 2020 is: the total share capital of the company is 1438690477 shares. After deducting 27 Guizhou Chanhen Chemical Corporation(002895) shares held by the company through the repurchase account, the cash dividend of RMB 3.188 (including tax) is distributed for every 10 shares based on the share capital of 1411687582 shares, and a total of RMB 450046001 is distributed; No conversion, no share bonus.
4、 Cash dividends of the company in recent three years
Unit: 10000 yuan
Project 20202019 2018
Cash dividend amount of the current year (tax included) 45004606026530 Shantou Wanshun New Material Group Co.Ltd(300057) 9
Net profit attributable to shareholders of listed company 8293863937855112129442
The amount of cash dividends in the current year accounted for 54.26%, 64.26% and 24.74% of the net profit attributable to the shareholders of the listed company
The total amount of accumulated cash dividends in the last three years is 13527569
The average annual distributable profit realized in the last three years is 9933952
The total amount of accumulated cash dividends in the last three years accounts for 136.18% of the average annual distributable profits realized in the last three years
The proportion of the company's accumulated cash dividends in the last three years to the average annual distributable profits realized in the last three years is 136.18%, no less than 30%. The proportion of cash dividends is in line with the provisions of Article 8 of the measures for the administration of securities issuance of listed companies. 5、 No guarantee is provided for this issuance of convertible bonds
According to Article 20 of the administrative measures, "a guarantee shall be provided for the public issuance of convertible corporate bonds, except for companies with audited net assets of no less than 1.5 billion yuan at the end of the most recent period". As of December 31, 2020, the audited net assets of the Company attributable to the shareholders of the parent company were 13.499 billion yuan, which met the conditions for not providing guarantee. Therefore, the convertible bonds issued this time did not provide guarantee. 6、 Risks of diluting the immediate return of this offering and corresponding measures
The issuance of convertible bonds will help to expand the company's profit space, alleviate capital pressure and provide opportunities for the company's business development. With the availability of the funds raised by the issuance of convertible bonds and the smooth conversion of shares, the scale of the company's share capital and net assets will increase accordingly. With the successful completion of the investment project of the funds raised by the convertible bonds, the economic benefits of the investment project of the funds raised will be released step by step during the duration of the convertible bonds. Therefore, after the completion of this offering, if investors convert shares during the conversion period, it may dilute the company's earnings per share and return on net assets to a certain extent.
In order to protect the interests of investors, ensure the effective use of the raised funds, prevent the risk that the public issuance of convertible corporate bonds may lead to the dilution of the company's immediate return, and improve the ability of return to the company's shareholders, the company will take the following measures to fill this gap
