Sichuan Kelun Pharmaceutical Co.Ltd(002422) : Sichuan Kelun Pharmaceutical Co.Ltd(002422) announcement on public issuance of convertible corporate bonds

Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022019 Sichuan Kelun Pharmaceutical Co.Ltd(002422)

Announcement on public issuance of convertible corporate bonds

Sponsor (lead underwriter): Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.

hot tip

Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ," issuer "or" company ") and Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as" Changjiang recommendation "or" recommendation institution (lead underwriter) ") in accordance with the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies (revised in 2020) (order of the CSRC [No. 163]) Measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) The detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (revised in December 2018) (hereinafter referred to as the "detailed rules") and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - business handling (SZS [2022] No. 26) and other relevant provisions organize the implementation of this public offering of convertible corporate bonds (hereinafter referred to as "convertible bonds") Or "Colleen convertible bonds").

The convertible bonds issued in this public offering shall be placed preferentially to the original shareholders registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as "CSDCC Shenzhen Branch") after the closing of the market on the equity registration date (March 17, 2022, t-1), The balance after the preferential placement of the original shareholders (including the part that the original shareholders give up the preferential placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"). Investors who participate in online subscription application should carefully read this announcement and the website of Shenzhen Stock Exchange (www.szse. CN.) The promulgated implementation rules.

Important tips on the issuance process, subscription application, payment and disposal of investors' abandonment are as follows:

1. The priority placement date of the original shareholders of this convertible bond issuance and the online subscription date are March 18, 2022 (t day), and the online subscription time is 9:15-11:30 and 13:00-15:00 on t day. When the original shareholders participate in the priority placement on March 18, 2022 (t day), they shall pay the capital in full according to the number of convertible bonds under the priority placement within their priority placement limit. The original shareholders and public investors do not need to pay the subscription fund when they participate in the online subscription of the balance after the priority placement.

2. Investors shall reasonably determine the purchase amount in combination with the regulatory requirements of the industry and the corresponding asset scale or capital scale. If the sponsor (lead underwriter) finds that the investor fails to comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the sponsor (lead underwriter) has the right to determine that the investor's subscription is invalid. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf.

3. Investors can only use one securities account to participate in the online subscription of convertible bonds. If the same investor uses multiple securities accounts to participate in the subscription of the same convertible bond, or the investor uses the same securities account to participate in the subscription of the same convertible bond for many times, the first subscription of the investor shall be valid, and the other subscriptions shall be invalid. Once the subscription is confirmed, it shall not be revoked.

The principle of confirming that multiple securities accounts are held by the same investor is that the "account holder name" and "valid identity document number" in the securities account registration data are the same. The registration data of securities account shall be subject to the end of March 17, 2022 (t-1).

4. After winning the subscription of convertible bonds, online investors shall fulfill their payment obligations in accordance with the announcement on the winning number of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (hereinafter referred to as the "announcement on the winning number") to ensure that their capital account will eventually have sufficient subscription funds on March 22 (T + 2) 2022, The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are located. If the investor's subscription fund is insufficient, the insufficient part shall be deemed as giving up the subscription, and the resulting consequences and relevant legal liabilities shall be borne by the investor. According to the relevant regulations of CSDCC Shenzhen Branch, the minimum unit to give up subscription is 1 piece. The part that online investors give up subscription shall be underwritten by the sponsor (lead underwriter).

5. When the total number of convertible bonds preferentially subscribed by the original shareholders and the number of convertible bonds subscribed by online investors is less than 70% of the number of this issue, or when the total number of convertible bonds preferentially subscribed by the original shareholders of the issuer and the number of convertible bonds paid and subscribed by online investors is less than 70% of the number of this issue, The issuer and the recommendation institution (lead underwriter) will negotiate whether to take measures to suspend the issuance, and report to the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in a timely manner. If the issuance is suspended, the reasons for the suspension will be announced, and the issuance will be restarted at an appropriate time within the validity period of the approval.

If the subscription amount of this offering is less than 300 million yuan, it shall be underwritten by the balance of the recommendation institution (lead underwriter), and the underwriting base is 300 million yuan. The recommendation institution (lead underwriter) shall determine the final placement result and underwriting amount according to the online capital arrival. In principle, the underwriting proportion of the recommendation institution (lead underwriter) shall not exceed 30% of the total issuance, that is, in principle, the maximum underwriting amount is 90 million yuan. When the underwriting ratio exceeds 30% of the total amount of this issuance, the recommendation institution (lead underwriter) and the issuer will negotiate whether to take measures to suspend the issuance; If it is determined to take measures to suspend the issuance, the recommendation institution (lead underwriter) and the issuer will timely report to the CSRC, announce the reasons for the suspension of the issuance, and will choose an opportunity to restart the issuance within the validity period of the approval after obtaining the consent of the CSRC.

6. If an online investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, it shall not participate in the subscription of online new shares, depositary receipts, convertible bonds and exchangeable corporate bonds within 6 months (calculated according to 180 natural days, including the next day) from the next day of the settlement participant's latest declaration of abandonment of subscription.

The situation of abandoning subscription shall be judged by investors. The number of times of abandonment of subscription shall be calculated according to the cumulative number of new shares, depositary receipts, convertible bonds and exchangeable corporate bonds actually abandoned by investors; If an investor holds multiple securities accounts and abandons subscription in any one of the securities accounts, the number of times of abandonment shall be calculated cumulatively. The situations of abandonment of subscription occurred in disqualification and cancellation of securities accounts are also included in the statistics.

For the special account for directional asset management and enterprise annuity account of customers of securities companies, if the "account holder's name" and "valid identity document number" in the registration data of securities accounts are the same, statistics shall be made according to different investors.

7. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in this subscription.

8. The source of this issuance of convertible bonds into shares: give priority to the repurchase of treasury shares, and use the newly issued shares for the insufficient part.

9. Investors must fully understand the relevant laws and regulations on the issuance of convertible corporate bonds, carefully read the contents of this announcement, know the issuance process and placement principle of this issuance, fully understand the investment risk and market risk of convertible corporate bonds, and prudently participate in the subscription of convertible corporate bonds. Once the investor participates in this subscription, the sponsor (lead underwriter) shall be deemed as the investor's commitment: the investor's participation in this subscription complies with the provisions of laws and regulations and this announcement, and all violations and corresponding consequences arising therefrom shall be borne by the investor.

Important tips

1. Sichuan Kelun Pharmaceutical Co.Ltd(002422) this public offering of convertible corporate bonds has been approved by the CSRC in Document No. [2022] 255.

2. This issuance of convertible bonds of RMB 300 million yuan, with a face value of RMB 100 each, totaling 30 million pieces, is issued at face value.

3. The convertible corporate bonds issued this time are referred to as "Kelun convertible bonds" for short, and the bond code is "127058".

4. The convertible bonds issued this time are preferentially placed to the original shareholders registered by CSDCC Shenzhen Branch after the closing of the market on the equity registration date (March 17, 2022, t-1). The balance after the priority placement of the original shareholders (including the part that the original shareholders give up the priority placement) is issued to the public investors through the trading system of Shenzhen Stock Exchange.

5. The number of Kelun convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered after the closing of the equity registration date (March 17, 2022, t-1). The amount of convertible bonds that can be placed is calculated according to the proportion of 2.1332 yuan of convertible bonds per share, and then converted into the number of pieces according to the proportion of 100 yuan / piece. Each piece is an application unit, That is, Cosmos Group Co.Ltd(002133) 2 convertible bonds per share. The preferred placement of this issue to the original shareholders adopts online placement, and the preferred subscription of the original shareholders is carried out through the Shenzhen stock exchange system. The placement code is "082422", and the placement is referred to as "Kelun bond distribution". The original shareholders can decide the amount of convertible bonds actually subscribed according to their own conditions.

If the number of convertible bonds subscribed by the original shareholders is less than one, it shall be implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch (hereinafter referred to as the "business guide for securities issuers of China Securities Depository and Clearing Corporation Shenzhen Branch"), that is, the number of preferred subscriptions less than one shall be sorted according to the number, Carry the small amount to the large number of original shareholders participating in the preferential subscription, so as to achieve the minimum bookkeeping unit of 1 piece, and carry out the cycle until all the shares are allocated.

6. The total capital stock of the issuer is 1425422862 shares. After excluding 19145880 shares repurchased by the company, the capital stock that can participate in the preferred placement of this issuance is 1406276982 shares. According to the proportion of priority placement in this issuance, the total upper limit of convertible bonds that can be preferentially placed by the original shareholders is about 29998700, accounting for about 999957% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guide for securities issuers of China Clearing Shenzhen Branch, the total number of final priority placements may be slightly different.

7. In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. For the part of the original shareholders participating in the preferential placement, they shall pay the full amount of funds at the time of subscription on March 18, 2022 (t day). When the original shareholders participate in the online subscription of the balance after the priority placement, they do not need to pay the subscription fund.

8. General public investors participate in the subscription of the balance after the priority placement of the issuer's original shareholders through the trading system of Shenzhen Stock Exchange. The online issuance and subscription code is "072422", and the subscription is referred to as "Kelun bond issuance". If the number of securities purchased online exceeds 10, the minimum number of each participating account must be 10 yuan. The upper limit of the subscription quantity of each account is 10000 pieces (1 million yuan). If the upper limit is exceeded, the excess subscription will be invalid. At the time of subscription, investors do not need to pay the subscription fund.

9. The Kelun convertible bonds issued this time do not set the holding period limit, and the investors can trade the Kelun convertible bonds placed on the first day of listing. The source of this issuance of convertible bonds into shares: give priority to the repurchase of treasury shares, and use the newly issued shares for the insufficient part.

10. This offering is not listed, and the listing matters will be announced separately. The issuer will go through the relevant listing procedures as soon as possible after the end of this offering.

11. Investors must pay attention to the specific provisions in the announcement on the issuance method, issuance object, placement / issuance method, purchase time, purchase method, purchase procedure, purchase price, coupon rate, purchase quantity, payment of subscription funds and disposal of investors' abandonment.

12. Investors shall not illegally use other people's accounts or funds for purchase, nor shall they finance or help others finance and purchase in violation of regulations. Investors who apply for and hold Kelun convertible bonds shall comply with relevant laws and regulations and relevant provisions of the CSRC, and bear corresponding legal liabilities.

13. This announcement only explains the matters related to the issuance of Kelun convertible bonds and does not constitute any investment proposal for the issuance of Kelun convertible bonds. For details of the offering prospectus of convertible bonds (hereinafter referred to as the "prospectus of convertible bonds") published in the China Securities Daily on August 16, 2022, please read the "prospectus of convertible bonds issued by the company" (hereinafter referred to as the "prospectus of convertible bonds"). Investors can also visit http://www.cn.info.com.cn Query the full text of the prospectus and relevant materials of this offering.

14. Investors must fully understand the various risk factors of the issuer, carefully judge its business status and investment value, and make investment decisions prudently. The issuer's operating conditions may change due to changes in political, economic and industrial environment, and the possible investment risks shall be borne by the investors themselves. The convertible bonds issued this time have no circulation restrictions and lock-in period arrangements, and will be circulated from the date when the convertible bonds issued this time are listed and traded on the Shenzhen Stock Exchange. Investors must pay attention to the investment risk of the price fluctuation of convertible bonds caused by the fluctuation of the company's stock price and interest rate between the issuance date and the listing trading date.

15. For other matters related to this offering, the issuer and the recommendation institution (lead underwriter) will, as necessary, report to the securities times, Shanghai Securities News, China Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Please pay attention to the timely announcement on the website.

interpretation

Unless otherwise specified, the following words have the following meanings in this issuance announcement: issuer, Sichuan Kelun Pharmaceutical Co.Ltd(002422) , company refers to Sichuan Kelun Pharmaceutical Co.Ltd(002422) convertible corporate bonds, convertible bonds, convertible corporate bonds of 300 million yuan issued by the issuer this time, and Kelun convertible bonds

This issuance refers to 30000000 issued by the issuer

- Advertisment -