Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
Supplementary legal opinion (III)
November, 2001
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Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
Supplementary legal opinion (III)
To: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Beijing Zhonglun law firm (hereinafter referred to as “the firm” or “Zhonglun”) is the special legal adviser employed 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”) has been issued to the issuer “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”) Supplementary legal opinion of Beijing Zhonglun law firm on Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds (hereinafter referred to as “supplementary legal opinion (I)”) and supplementary legal opinion of Beijing Zhonglun law firm on Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds (II) (hereinafter referred to as “supplementary legal opinion (II)”).
The issuer changed relevant matters from the issuance date of the supplementary legal opinion (II) to the issuance date of the supplementary legal opinion (hereinafter referred to as the “supplementary verification period”), and disclosed the third quarter report of 2021 on October 30, 2021. For this reason, our lawyer issues this supplementary legal opinion, which is an update or supplement to the legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II) (hereinafter collectively referred to as “declared documents”).
In order to issue this supplementary legal opinion, we and our lawyers, based on the legal opinion, supplementary legal opinion (I), supplementary legal opinion (II) and lawyer work report, in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules, based on the principles of prudence and importance, Supplementary verification has been conducted on the facts involved in the issuance of this supplementary legal opinion.
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, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II) issued by the bourse as the necessary legal documents for the issuer to apply for this issuance, 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 an integral part of the declared documents. For matters not commented in this supplementary legal opinion, the contents of the declared documents shall prevail; In case of any difference between the opinions expressed in this supplementary legal opinion and the declared documents, or the matters not disclosed or expressed in the declared documents, the contents of this supplementary legal opinion shall prevail.
The exchange agrees that the issuer may quote some or all of the contents of this supplementary legal opinion in the prospectus prepared for this offering or in accordance with the review requirements of the CSRC. However, when the recommendation institution makes the above 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 supplementary legal opinion have the same meanings as those in the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II).
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、 Approval and authorization of this offering
(I) the issuer held the 44th meeting of the sixth board of directors on June 17, 2021 and the 2020 annual general meeting of shareholders on June 29, 2021, made a resolution to approve the issuance, and authorized the board of directors to handle matters related to the issuance. As of the date of issuance of this supplementary legal opinion, the above resolutions of the general meeting of shareholders of the issuer are still valid.
(II) the issuer needs to obtain the approval of the CSRC for this issuance, and the listing of the securities issued this time on the stock exchange needs to obtain the examination and approval of the Shenzhen Stock Exchange.
In conclusion, our lawyers believe that the issuer still has the necessary internal approval and authorization for this issuance. The issuer needs to obtain the approval of the China Securities Regulatory Commission for this issuance, and the trading of the issued shares in the stock exchange needs to obtain the examination and approval of the Shenzhen Stock Exchange.
2、 The issuer’s subject qualification for this offering
According to the relevant industrial and commercial registration materials provided by the issuer and verified by the lawyers of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer still exists effectively in accordance with the law, there is no situation that it should be terminated in accordance with relevant laws, regulations, normative documents and the articles of association, and has the subject qualification of this issuance as stipulated in laws, regulations and normative documents.
3、 Substantive conditions of this offering
According to the issuer’s third quarter report of 2021 and the notes issued by the company, as of September 30, 2021, the issuer’s net assets were 14090681300 yuan. Before the application for issuance of convertible corporate bonds, the issuer’s bond balance was 719367300 yuan. According to the issuance plan approved by the issuer’s 2020 annual general meeting of shareholders, The issuer issues A-share convertible corporate bonds of no more than 300 million yuan. After the issuance, the cumulative bond balance accounts for 26.40% of the company’s net assets as of September 30, 2021 and no more than 40% of the issuer’s net assets, which is in line with the provisions of paragraph 1 (II) of Article 14 of the administrative measures. After verification, in addition to the above changes, other contents described in “III. substantive conditions of this issuance” of the lawyer work report have not changed. Our lawyers believe that as of the date of issuance of this supplementary legal opinion, the issuer’s issuance still meets the substantive conditions for public issuance of convertible corporate bonds stipulated in the securities law, administrative measures and other laws, administrative regulations and normative documents.
4、 Establishment of the issuer
After verification, the establishment of the issuer disclosed in the legal opinion and lawyer work report has not changed during the supplementary verification period.
5、 Independence of the issuer
After verification, the independence of the issuer disclosed in the legal opinion and lawyer work report has not changed during the supplementary verification period.
6、 Sponsors, shareholders and actual controllers
(I) promoters at the time of establishment of the issuer
After verification, during the supplementary verification period, the promoters of the issuer at the time of establishment disclosed in the legal opinion and lawyer work report have not changed.
(II) existing shareholders of the issuer
According to the register of shareholders of the issuer’s top 200 shareholders as of September 30, 2021 and the issuer’s third quarter report of 2021 issued by Shenzhen Branch of zhongdeng company, the information of the issuer’s top 10 shareholders as of September 30, 2021 is as follows:
Serial number shareholder name / name shareholder nature shareholding quantity shareholding ratio (share) (%)
1. Liu Chuangxin’s domestic natural person 37912828026.60
2 Ya’an state owned Assets Management Co., Ltd. state owned legal person 938010746.58
company
3 pan Hui natural person 690209464.84
Serial number shareholder name / name shareholder nature shareholding quantity shareholding ratio (share) (%)
4 Hong Kong Central Clearing Co., Ltd. overseas legal person 392290642.75
5 Taikang Life Insurance Co., Ltd. – others 177152591.24
Investment and connection – innovation power
6 Liu Yaguang domestic natural person 151199621.06
7 China Securities Co.Ltd(601066) state owned legal person 149678781.05
8 Yin Fenggang domestic natural person 144585321.01
9 natural person in PanQu 141674400.99
10 Citic Securities Company Limited(600030) state owned legal person 101236650.71
Note: as of September 30, 2021, the company held 19145880 shares in the special securities account for repurchase, which was not listed among the top 10 shareholders.
After verification, our lawyers believe that the number of existing shareholders and equity distribution of the issuer comply with the provisions of relevant laws, regulations and normative documents.
(III) controlling shareholder and actual controller of the issuer
According to the issuer’s report for the third quarter of 2021 and relevant announcements of share changes and verified by our lawyers, the controlling shareholder and actual controller of the issuer have not changed during the supplementary verification period, and they are natural persons, Mr. Liu Chuangxin. As of the date of issuance of this supplementary legal opinion, Mr. Liu Chuangxin and the persons acting in concert, Mr. Liu Sichuan and Ms. Wang Huan, directly and indirectly held Sichuan Kelun Pharmaceutical Co.Ltd(002422) 410217366 shares, accounting for 28.78% of Sichuan Kelun Pharmaceutical Co.Ltd(002422) total share capital.
(IV) other shareholders of the issuer holding more than 5% shares
According to the issuer’s report for the third quarter of 2021 and relevant announcements on share changes, and verified by the lawyers of the exchange, other shareholders holding more than 5% of the shares of the issuer have not changed during the supplementary verification period, and they are still Ya’an state-owned assets company. As of the issuance date of this supplementary legal opinion, Ya’an state owned assets company holds Sichuan Kelun Pharmaceutical Co.Ltd(002422)
