Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Public issuance of convertible corporate bonds
Supplementary legal opinion (IV)
November, 2001
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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 (IV)
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") 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") The 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)") Supplementary legal opinion (II) 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 (II)") and supplementary legal opinion (III) 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 (III)" ）。
The lawyers of the firm hereby issue this supplementary legal opinion in accordance with the requirements of the notice of the CSRC on the second feedback on the examination of administrative licensing projects (No. 211959) issued by the CSRC on October 21, 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 II").
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、 Question 4 of feedback 2
From 2018 to 2020, the applicant's sales expenses amounted to 5.987 billion yuan, 6.55 billion yuan and 4.883 billion yuan, accounting for 36.62%, 37.14% and 29.66% of the current operating revenue respectively, of which the market development and maintenance expenses accounted for about 90%, and the amount and proportion of market management fees continued to rise, accounting for 2.74%, 4.41%, 8.16% and 10.48% respectively.
Please: (1) explain and disclose the rationality of entrusting a third-party promotion service provider to carry out market development and maintenance and market management, how to evaluate the effect of the third-party service and the category and amount of relevant fees, and how to ensure that there is no improper market development through such fees; (2) Explain and disclose the selection criteria of third-party promotion service providers, including enterprises and individuals, management methods of third-party promotion service providers, calculation standards and payment methods of promotion fees; (3) Explain and disclose the distinction between the rights and obligations of the company and the third-party promotion service provider in combination with the specific contents of the market development and maintenance and market management agreement; (4) Explain and disclose the entry basis and legitimacy of market development and service fees and market management fees, the payment method of large amounts paid to individuals, and whether relevant taxes need to be withheld and remitted; (5) Explain and disclose whether the third-party promotion service provider has been subject to criminal or administrative punishment due to market promotion and commercial bribery during the reporting period; (6) Explain and disclose the rationality and effectiveness of the company's internal control design and implementation of the third-party promotion service provider, and whether the relevant risks are fully disclosed.
The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear verification opinions.
reply:
(I) verification procedure
On the subject matter, our lawyers have performed the following verification procedures, including but not limited to:
1. Consult the issuer's financial reports, periodic reports of comparable listed companies in the same industry, prospectus and other public materials;
2. Confirmed the amount and balance of market development and maintenance fees of service providers with high amount from 2018 to 2020 and some randomly selected service providers;
3. Check the details of the company's market management fees and analyze the differences and reasons between them and the change trend of operating revenue; 4. Spot check the contract between the issuer and the marketing service provider and analyze the relevant terms;
5. Check the rules and regulations such as the company's internal control manual, financial management system, fund management measures, market sales supplier management system and market sales procurement management system, and check the selection of service providers, the budget, approval and audit of relevant expenses, as well as the norms of market promotion code of conduct and daily behavior management;
6. Log in to credit China website（ http://www.creditchina.gov.cn./ ）. case information disclosure network of the Supreme People's Procuratorate（ https://www.12309.gov.cn./ ）. market supervision and administrative punishment document network（ http://cfws.samr.gov.cn./ ）. information on bad records of commercial bribery by the National Health Commission（ http://www.nhc.gov.cn./yaozs/bljl/newlist.shtml ）. enterprise inspection（ https://www.qcc.com./ ）And other websites to check whether the top 20 service providers of the issuer in recent three years and some service providers randomly selected through the list of service providers provided by the issuer have been subject to criminal or administrative penalties for market promotion and commercial bribery;
7. Log in to credit China website（ http://www.creditchina.gov.cn./ ）. case information disclosure network of the Supreme People's Procuratorate（ https://www.12309.gov.cn./ ）. market supervision and administrative punishment document network（ http://cfws.samr.gov.cn./ ）. information on bad records of commercial bribery by the National Health Commission（ http://www.nhc.gov.cn./yaozs/bljl/newlist.shtml ）. enterprise inspection（ https://www.qcc.com./ ）And other websites to check whether the issuer is subject to criminal punishment or administrative punishment due to market promotion and commercial bribery;
8. Interview the person in charge of sales affairs management department and the person in charge of financial related affairs;
(II) verification opinions
1. Explain and disclose the rationality of entrusting a third-party promotion service provider to carry out market development and maintenance and market management, how to evaluate the effect of the third-party service and the category and amount of relevant fees, and how to ensure that there is no improper market development through such fees
(1) Explain and disclose the rationality of entrusting a third-party promotion service provider to carry out market development, maintenance and market management
① Influence of "two vote system" on pharmaceutical industry
At the end of 2016, the former national health and Family Planning Commission and other departments issued the implementation opinions on implementing the "two vote system" in drug procurement of public medical institutions (Trial), and the "two vote system" began to be implemented nationwide.
Since the implementation of the "two ticket system", it has made remarkable achievements in strengthening drug supervision and purifying circulation links. To a certain extent, it has standardized the circulation order, improved the circulation efficiency and reduced the falsely high prices of some drugs. Under the background of comprehensively deepening the reform in the pharmaceutical field, it has promoted the upgrading and transformation of pharmaceutical enterprises and promoted the healthy development of the pharmaceutical industry.
At the same time, the "two ticket system" has a great impact on all process nodes in the overall industrial chain of the pharmaceutical industry, which directly leads to the separation of pharmaceutical enterprises' responsibilities for sales channels, professional promotion and market service of medical institutions. Specifically, as the "second tickets" party, the pharmaceutical distribution enterprises undertake the responsibility of drug distribution and distribution. As the "first ticket" drug manufacturer, they are more responsible for product management, pre marketing research, post marketing research, market expansion, professional promotion, market management and market business services. After the implementation of the "two vote system" policy, drug manufacturers have directly led to changes in the market cost structure of drug manufacturers under the condition of gradual growth of sales and steady improvement of market share.
② The impact of "two vote system" on the company's specific business model
Before the implementation of the "two ticket system", the company's product sales adopted the primary regional general agent responsibility system under the unified management and guidance of the company's marketing management department. The marketing management department of the company is responsible for the allocation of various sales resources, the formulation of sales plans, the selection, management and assessment of primary regional general agents, etc; The first level regional general agent is specifically responsible for recruiting sales personnel, market management and maintenance personnel, selecting distributors, participating in bidding, organizing product promotion and sales and collecting payment from the company.
With the implementation of the "two ticket system" policy, the company's sales model has gradually changed from multi-level distribution and distribution of the original pharmaceutical company to the company's direct connection with terminal distributors or terminal customers. The company's direct customers increased from more than 3000 at the beginning of 2017 to nearly 8000 at the end of September 2021. In order to ensure the stability and sustainable development of the market, while directly selling products to terminal medical institutions (or their distributors), the company entrusted a third-party promotion service provider to undertake the market management and service work carried out by the original general distributor or agent, mainly including pre-sales, in-sales, after-sales service, academic promotion activities A series of complicated and huge market maintenance work, such as market research and drug quality warning. This business model enables the company to respond to and feed back the needs of market customers in a timely manner,
Keep abreast of customers and market trends and other information, and cooperate with third-party marketing service providers to deliver the company's products
