Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
Legal opinion
July, 2001
Beijing Shanghai Shenzhen Guangzhou Chengdu Chongqing Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty sco Almaty
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
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
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"), in accordance with the securities law and other relevant laws and regulations The rules for the preparation and reporting of information disclosure of public securities companies No. 12 - legal opinions and lawyers' work report on public securities issuance issued by the CSRC, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation) jointly issued by the CSRC and the Ministry of justice, In accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, this legal opinion is hereby issued on the issue of the company.
In order to issue this legal opinion, our lawyers have verified and verified the relevant legal issues involved in the issuer's issuance in accordance with the provisions of the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the requirements of our business rules, based on 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 legal opinions; 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.
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Hangzhou 4-1 nanjing-1 Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Beijing Shanghai Shenzhen Guangzhou Wuhan Chengdu Chongqing Qingdao Hangzhou Nanjing Haikou Tokyo Hong Kong London New York Los Angeles San Francisco Almaty
Based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on the laws, regulations and normative documents currently in force in China or applicable to the issuer's behavior and relevant facts.
In accordance with the provisions of the securities law, the measures for the administration of securities legal business by law firms and the rules for the practice of securities legal business by law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, the firm and its handling lawyers have strictly performed their statutory duties and followed the principles of diligence, due diligence and good faith, Sufficient verification and verification have been carried out to ensure that the facts identified in this 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.
This legal opinion only expresses legal opinions on legal issues related to this offering. When this legal opinion involves capital verification and audit, asset evaluation, investment decision-making and other contents, it is quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer.
The exchange agrees to take this legal opinion and the lawyer's work report of Beijing Zhonglun law firm on issuing legal opinion for Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (hereinafter referred to as "lawyer's work report") issued by the exchange as the necessary legal documents for the issuer to apply for this issuance, and submit them to the CSRC for examination together with other application materials, Bear corresponding legal responsibilities for the legal opinions issued according to law.
The bourse agrees that the recommendation institution may quote some or all of the contents of this legal opinion in the due diligence report of Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. on Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (hereinafter referred to as the "due diligence report") prepared for the issuer's issuance or in accordance with the examination requirements of the CSRC, However, when the recommendation institution makes the above-mentioned quotation, it shall not cause legal ambiguity or misinterpretation due to the quotation. The company has the right to review and confirm the relevant contents quoted again.
Unless otherwise specified, the terms, names and abbreviations used in this legal opinion have the same meanings as those in the lawyer work report issued by this office.
This 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.
In accordance with the provisions of Article 20 of the securities law and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, the lawyers of this firm, on the basis of checking and verifying the documents and facts related to the issuer's issuance, hereby issue the following legal opinions:
1、 Approval and authorization of this offering
(I) the 44th meeting of the sixth board of directors held on June 17, 2021 and the 2020 annual general meeting of shareholders held on June 29, 2021 made a resolution to approve the issuance.
The lawyers of the firm believe that the convening, convening, voting procedures and resolutions of the above-mentioned board of directors of the issuer, as well as the qualifications of participants, conveners, convening procedures, convening, voting procedures and resolutions of the general meeting of shareholders, comply with the relevant provisions of the company law and other laws, regulations, normative documents and the articles of association, and are legal and effective.
(II) the authorization procedures and scope of the 2020 general meeting of shareholders of the issuer authorizing the board of directors and persons authorized by the board of directors to handle the issue are legal and effective.
(III) the issuer needs to obtain the approval of the CSRC for this issuance, and the listing of the securities in this issuance on the stock exchange needs to obtain the examination and approval of the Shenzhen Stock Exchange.
In conclusion, our lawyers believe that according to the company law, management measures and other relevant laws, regulations and normative documents, this issuance has obtained the necessary internal approval and authorization of the issuer; The issuance still needs the approval of China Securities Regulatory Commission, and the trading of the issued shares in the stock exchange still needs the examination and approval of Shenzhen Stock Exchange.
2、 The issuer's subject qualification for this offering
(I) in July 2003, with the approval of "CFH [2003] No. 162" document of Sichuan Provincial People's government, Kelun Co., Ltd. was changed into a joint-stock company, and was registered and established by the former Chengdu Administration for Industry and Commerce on September 28, 2003. The registration number of enterprise legal person business license is 5101 Transfar Zhilian Co.Ltd(002010) 479.
On May 5, 2010, the issuer issued 60 million RMB common shares in Shenzhen stock exchange for the first time with the approval of the document of China Securities Regulatory Commission (zjxk [2010] No. 598). According to the report on Sichuan Sichuan Kelun Pharmaceutical Co.Ltd(002422) shares issued by Shenzhen Stock Exchange
According to the announcement on the listing and trading of the company's shares, the company's common shares were listed on the Shenzhen Stock Exchange on June 3, 2010, with the stock abbreviation of " Sichuan Kelun Pharmaceutical Co.Ltd(002422) " and the stock code of " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ".
(II) the issuer is a joint stock limited company legally established and validly existing, and its publicly issued shares have been listed on the Shenzhen Stock Exchange. As of the date of issuance of this legal opinion, it does not need to be terminated in accordance with laws, regulations, normative documents and the articles of association, and the issuer has the subject qualification of this issuance. 3、 Substantive conditions of this offering
After referring to the laws, regulations and normative documents such as the securities law and the administrative measures, our lawyers believe that the issuer has met the substantive conditions for the issuance of convertible corporate bonds specified in the securities law, the administrative measures and other laws, regulations and normative documents, as follows:
(I) this offering complies with the provisions of the securities law
1. The issuer has established the general meeting of shareholders, the board of directors and its special committees and the board of supervisors, elected independent directors and employee supervisors, employed senior managers such as the general manager, deputy general manager, chief financial officer and Secretary of the board of directors, and has a sound and well functioning organization, which is in line with the provisions of paragraph 1 (I) of Article 15 of the securities law.
2. The average distributable profits of the issuer in the last three years are sufficient to pay one year's interest on corporate bonds, which is in line with the provisions of paragraph 1 (II) of Article 15 of the securities law.
3. The issuer is not in breach of contract or delayed payment of principal and interest on the publicly issued corporate bonds or other debts and is still in a continuous state, and there is no change in the purpose of the funds raised by the public issuance of corporate bonds, that is, there is no situation that the issuer is not allowed to issue corporate bonds again in public as stipulated in Article 17 of the securities law.
(II) this issuance complies with the provisions of the administrative measures
1. The issuer's organizational structure is sound and operates well, and complies with the provisions of Article 6 of the administrative measures.
2. The profitability of the issuer is sustainable and complies with the provisions of Article 7 of the administrative measures.
3. The issuer is in good financial condition and complies with Article 8 of the administrative measures and Article 3 of the decision on amending certain provisions on cash dividends of listed companies issued by the CSRC.
4. The financial and accounting documents of the issuer within the last 36 months have no false records, and there are no major violations stipulated in Article 9 of the administrative measures.
5. The total amount of funds to be raised in this issuance shall not exceed RMB 300 million (including issuance expenses). The net amount after deducting issuance expenses is intended to be used for the following items:
Project name total investment (10000 yuan) raised capital investment
Proportion of No. (10000 yuan)
1 innovative preparation production line and supporting construction 1587941714384169 47.95%
project
2. The industrial structure of large infusion and small water needle increased by 1846077 and 1752308 5.84%
First class construction project
3 industrialization of NDDs and antitumor agents 22706352204500 7.35%
Construction Project
4 digital construction project 36660793559300 11.86%
5 supplementary working capital items 80997238099723 27.00%
Total 3176193130000000 100.00%
After verification, the amount of funds raised by the issuer in this offering does not exceed the amount required by the issuer; The above-mentioned projects for which the funds raised in this issuance are used comply with the national industrial policies and the provisions of laws and administrative regulations on environmental protection and land management; The use items of the raised funds shall not be financial investments such as holding trading financial assets and financial assets available for sale, lending to others and entrusted financial management, and shall not be invested directly or indirectly in companies whose main business is the trading of securities; This offering will not produce horizontal competition with the controlling shareholders and actual controllers or affect the independence of the issuer's operation; The issuer has formulated the management system for the use of raised funds, specifying that the board of directors shall approve the opening of a special account for the deposit of raised funds, which is in line with the provisions of Article 10 of the management measures.
