Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. about Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
of
Issuance recommendation
Sponsor / lead underwriter / trustee March 2022, 28 / F, No. 1198 Century Avenue, China (Shanghai) pilot Free Trade Zone
Statement
Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “the sponsor” or “Changjiang sponsor”) accepts the employment of Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as “the issuer”, ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) ” or “the company”) as the sponsor of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds (hereinafter referred to as “the offering” or “the public offering”), Issue a recommendation letter for the issuer’s issuance.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of securities issuance by listed companies (hereinafter referred to as the “measures”), the standards for the contents and forms of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), are honest, trustworthy, diligent and responsible, This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, after due diligence and careful verification, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
Unless otherwise specified, the abbreviations and terms used in this issuance recommendation letter are consistent with the prospectus for Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds.
1、 Basic information of this securities issuance (I) name of sponsor
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. (II) the sponsor representative specifically responsible for recommendation this time
In accordance with the measures for the administration of securities issuance and listing recommendation business, the recommendation institution issued the special letter of authorization for recommendation representatives (Annex), authorizing the recommendation representatives Yang Guangyuan and Li Zhong to act as the recommendation representatives for the project of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance and listing of convertible corporate bonds, and specifically responsible for the due diligence recommendation and continuous supervision of Sichuan Kelun Pharmaceutical Co.Ltd(002422) this issuance.
1. Yang Guangyuan’s practice of recommendation business
Mr. Yang Guangyuan is currently the director of Changjiang investment banking department, the sponsor representative, lawyer and certified public accountant; He has presided over or participated in the non-public offering of Hairun photovoltaic, Shanghai Runda Medical Technology Co.Ltd(603108) convertible bonds and other projects, and presided over or participated in the restructuring guidance and financial consulting business of many enterprises. Be familiar with relevant laws, regulations and policies on securities issuance and listing, and have good experience in securities issuance. There is no record of violation of laws and regulations since practicing.
2. Practice of Li Zhong’s recommendation business
Mr. Li Zhong is currently the director of Changjiang recommendation business, the recommendation representative and certified public accountant. Participated in or presided over Guangzhou Tinci Materials Technology Co.Ltd(002709) , Shaanxi Heimao Coking Co.Ltd(601015) IPO projects successively Sichuan Kelun Pharmaceutical Co.Ltd(002422) allotment project, Zhejiang Guyuelongshan Shaoxing Wine Co.Ltd(600059) non-public offering project Elion Clean Energy Company Limited(600277) , Shaanxi Construction Machinery Co.Ltd(600984) , Shengda mining, Zhejiang Century Huatong Group Co.Ltd(002602) asset restructuring project Shanxi Meijin Energy Co.Ltd(000723) overseas M & A projects, etc. Be familiar with relevant laws, regulations and policies on securities issuance and listing, and have good experience in securities issuance. There is no record of violation of laws and regulations since practicing. (III) Co sponsors and other members of the project
Du Biying is the co organizer of this issuance project.
Ms. Du Biying is now the manager of the investment banking business department of Changjiang sponsor and a graduate student. He has participated in the projects of Sinoma corporation bonds, Sinoma Science & Technology Co.Ltd(002080) renewable bonds, Sichuan Kelun Pharmaceutical Co.Ltd(002422) corporate bonds, Sichuan Kelun Pharmaceutical Co.Ltd(002422) allotment of shares, selected layer of MEDA technology, acquisition of Tianjin TIANYAO group and Tianjin Zhongxin Pharmaceutical Group Corporation Limited(600329) , Tianjin Tianyao Pharmaceutical Co.Ltd(600488) passive tender offer, and participated in the restructuring counseling business of many enterprises. Be familiar with relevant laws, regulations and policies on securities issuance and listing, and have good experience in securities issuance. There is no record of violation of laws and regulations since practicing.
Other members of the project team are Deng Hui and Ding Zi. (IV) basic information of the issuer
Chinese Name: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
corporate name
English Name: Sichuan Kelun Pharmaceutical Co., Ltd
Legal representative: Liu Chuangxin
Registered capital: RMB 1425422862
Date of establishment: May 29, 2002
Listing date: June 3, 2010
Stock code Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Stock abbreviation Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Shenzhen stock exchange where the shares are listed
Registered address: NanEr Road, Xindu Satellite City Industrial Development Zone, Chengdu, Sichuan
Postal code of registered address 610500
Main office address: No. 36, Baihua West Road, Qingyang District, Chengdu
Postal code of office address: 610071
Tel: 02882860678
Fax No.: 02886132515
Company website: www.kelun.com com.
Research and produce large volume injection, small volume injection and flushing agent; Technical development and production of vertical polypropylene infusion bag; Import and export of goods and technology; Business scope: manufacturing and selling hard capsules, granules, powders and soft glue. Business scope: capsule, tablet, dropping pill, pretreatment and extraction of traditional Chinese medicine; Production and sales of API; Medical technical services; Medical technology consultation; Computer software sales; Software and information technology services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(V) type of securities issuance
The type of securities issued this time is convertible corporate bonds that can be converted into RMB common shares (A shares) of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange. (VI) the securities issuance plan
1. Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into A-Shares of the company. The convertible corporate bonds and A-share shares to be converted in the future will be listed on the Shenzhen Stock Exchange.
2. Issuance scale
The total amount of convertible bonds to be issued this time does not exceed RMB 300 million (including this number), and the number of issued bonds is 30 million.
3. Face value and issue price
The face value of each convertible corporate bond issued this time is RMB 100, which is issued at face value.
4. Bond term
The term of the convertible bonds issued this time is six years from the date of issuance, i.e. March 18, 2022 to March 17, 2028.
5. Bond interest rate
0.20% in the first year, 0.40% in the second year, 0.60% in the third year, 1.50% in the fourth year, 1.80% in the fifth year and 2.00% in the sixth year. The redemption price at maturity is 108 yuan (including the last interest).
6. Term and method of interest payment
The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and return the principal and interest of the last year when due.
(1) Annual interest calculation
Annual interest refers to the current interest enjoyed by the holders of convertible corporate bonds for each full year from the first date of issuance of convertible corporate bonds according to the total face value of convertible corporate bonds.
The calculation formula of annual interest is: I = B × i
1: Refers to the annual interest amount;
B: Refers to the total face value of convertible corporate bonds held by the holders of convertible corporate bonds issued this time on the date of interest payment creditor’s rights registration in the interest bearing year (hereinafter referred to as “current year” or “each year”);
i: Refers to the current year’s coupon rate of convertible corporate bonds.
(2) Interest payment method
① The convertible corporate bonds issued this time adopt the interest payment method of paying interest once a year, and the starting date of interest calculation is the first day of issuance of convertible corporate bonds.
② Interest payment date: the interest payment date of each year is the day of each full year from the first day of the issuance of convertible corporate bonds. If that day is a legal holiday or rest day, it will be postponed to the next trading day, and no additional interest will be paid during the extended period. The interest year is between two adjacent interest payment days.
③ Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible corporate bonds converted into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of the current interest year and subsequent interest years to its holders.
④ The tax payable on the interest income obtained by the holders of convertible corporate bonds shall be borne by the holders. 7. Guarantee matters
The convertible corporate bonds issued this time do not provide guarantee.
8. Conversion period
The conversion period of convertible bonds issued this time starts from the first trading day (September 26, 2022) six months after the end of the issuance of convertible bonds (March 24, 2022) to the maturity date of convertible bonds (March 17, 2028) (in case of legal holidays or rest days, it will be extended to the first working day thereafter; the interest payment during the extended period will not be calculated separately).
9. Determination and adjustment of conversion price
(1) Determination basis of initial conversion price
The initial conversion price of the convertible bonds issued this time is 17.11 yuan / share, Not less than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the closing price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day.
Average trading price of the company’s shares in the first 20 trading days = total trading volume of the company’s shares in the first 20 trading days / total trading volume of the company’s shares in the last 20 trading days;
The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
(2) Adjustment method and calculation formula of conversion price
After this issuance, if the company distributes bonus shares, converts to increased share capital, issues additional new shares (excluding the increased share capital due to the conversion of convertible corporate bonds issued this time), issues shares and distributes cash dividends, the conversion price shall be adjusted accordingly. The specific adjustment formula of share conversion price is as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Issuance of new shares or additional shares: P1 + P0 = (a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
Cash dividend: P1 = p0-d;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）。
Where: P0 refers to the transfer price before adjustment, n refers to the share dividend or share capital conversion rate, K refers to the new share price or allotment rate, a refers to the new share price or allotment price, D refers to the cash dividend per share, and P1 refers to the transfer price after adjustment.
When the above shares and / or shareholders’ equity changes, the company will adjust the conversion price in turn, publish the conversion price adjustment announcement on the information disclosure media of listed companies designated by the CSRC, and specify the conversion price adjustment date, adjustment method and suspension period (if necessary). When the adjustment date of the conversion price is on or after the application date for conversion of convertible corporate bonds issued this time and before the registration date of conversion shares, the application of the holder for conversion of shares shall be executed according to the adjusted conversion price of the company.
When the company may have share repurchase, merger, division or any other circumstances, which may change the class, quantity and / or shareholder’s equity of the company’s shares, which may affect the creditor’s rights and interests of the holders of convertible corporate bonds issued this time or the derivative rights and interests converted into shares, the company will, according to the specific circumstances, follow the principles of fairness, impartiality The conversion price shall be adjusted in accordance with the principle of fairness and the principle of fully protecting the rights and interests of the holders of convertible corporate bonds issued this time. The adjustment contents and operation methods of the conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at that time.
10. Downward correction clause of conversion price
(1) Correction authority and correction range
During the duration of the convertible corporate bonds issued this time, when the closing price of the company’s shares is lower than 85% (excluding 85%) of the current conversion price for 10 trading days in any continuous 30 trading days, the board of directors of the company has the right to propose a downward correction scheme for the conversion price and submit it to the general meeting of shareholders of the company for voting.
The above plan can be implemented only after more than two-thirds of the voting rights held by the shareholders attending the meeting are approved. When voting at the general meeting of shareholders, shareholders holding convertible corporate bonds issued this time shall withdraw. The revised conversion price shall not be lower than the higher of the average trading price of the company’s shares 20 trading days before the convening date of the aforesaid general meeting and the average price of the previous trading day. At the same time, the revised conversion price shall not be lower than the latest audited net asset value per share and par value of the company’s shares.
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.
(2) Correction procedure
