Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022017 Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement of resolutions of the 10th meeting of the 7th board of directors
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.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as “the company” or ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) “) the notice of the 10th meeting of the seventh board of directors was sent to all directors, supervisors and senior managers by telephone and e-mail on March 14, 2022. The seventh meeting of the board of directors will be held in Chengdu by means of communication from February 2029 to March 15, 2029. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made were legal and effective. The meeting was presided over by Mr. Liu Chuangxin, chairman of the company. The directors attending the meeting deliberated and voted on the following proposals and formed the following resolutions:
1、 The proposal on further clarifying the company’s public offering of convertible corporate bonds was deliberated and adopted one by one
On January 28, 2022, China Securities Regulatory Commission (hereinafter referred to as “CSRC”) issued the reply on approving Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (zjxk [2022] No. 255), approving the company to publicly issue convertible corporate bonds with a total face value of 3 billion yuan for a period of 6 years.
The company held the 44th meeting of the sixth board of directors and the 2020 annual general meeting of shareholders on June 17, 2021 and June 29, 2021 respectively, The proposal on the company’s public issuance of convertible corporate bonds, the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors to handle matters related to the public issuance of convertible corporate bonds and other proposals related to the issuance of convertible bonds were deliberated and adopted. According to the authorization of the general meeting of shareholders, the board of directors of the company, in accordance with the requirements of the securities regulatory authority, combined with the actual situation and market conditions of the company, and based on the above-mentioned proposal, further clarify the specific issuance plan of this convertible bond as follows (except for the following, other terms of this convertible bond issuance plan remain unchanged):
(I) issuance scale
The total amount of funds raised by the convertible bonds to be issued this time is RMB 300 million (including this amount), the face value of each is RMB 100, and the number of issued bonds is 30 million.
Voting results: 9 in favor, 0 against and 0 abstention.
(II) 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.
Voting results: 9 in favor, 0 against and 0 abstention.
(III) bond interest rate
The coupon rate of convertible bonds issued this time is set as: 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.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) 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.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) terms of redemption at maturity
Within five trading days after the expiration of the convertible bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted to shares from investors at the price of 108% of the face value of the convertible corporate bonds (including the last interest).
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) issuance method and object
Issuance method: the convertible bonds issued this time are preferentially placed to the original shareholders of the issuer registered by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch after the closing of the equity registration date (March 17, 2022, t-1), and the balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) is issued to the public investors through the trading system of Shenzhen Stock Exchange.
Issued to: 1 Preferential placement to the original shareholders of the issuer: all shareholders of the issuer registered after the closing of the stock market on the equity registration date announced in the issuance announcement (March 17, 2022, t-1). 2. Online issuance: social public investors holding securities accounts of Shenzhen Stock Exchange within the territory of the people’s Republic of China, including natural persons, legal persons, securities investment funds, etc. (except buyers prohibited by laws and regulations). 3. The self operated account of the sponsor (lead underwriter) of this offering shall not participate in this subscription.
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) placement arrangement to original shareholders
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 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 the part less than one is implemented in accordance with the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, the total number of final priority placements may be slightly different.
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) term of share conversion
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).
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company agreed to the above proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 16, 2022 Independent opinions of independent directors on matters related to the 10th meeting of the seventh board of directors disclosed.
2、 The proposal on public issuance of convertible corporate bonds for listing was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention
According to the authorization of the general meeting of shareholders of the company, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible bonds, and authorize the chairman of the company or his authorized person to handle specific matters.
The independent directors of the company expressed their independent opinions on the above proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 16, 2022 Independent opinions of independent directors on matters related to the 10th meeting of the seventh board of directors disclosed.
3、 The proposal on opening a special account for raising funds through public issuance of convertible corporate bonds and signing a supervision agreement for raising funds was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention
In order to standardize the management of the funds raised by the company’s public offering of convertible corporate bonds, improve the use efficiency of the raised funds and protect the rights and interests of investors, In accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s management system for the use of raised funds, It is agreed that the company and its wholly-owned subsidiaries Hunan Kelun Pharmaceutical Co., Ltd. and Yueyang Branch of Hunan Kelun Pharmaceutical Co., Ltd. shall open special accounts for the raised funds for the special storage and use of the funds raised from the public offering of convertible corporate bonds, and sign a supervision agreement for the raised funds with the sponsor (lead underwriter) and the deposit bank of the special account for the raised funds, Supervise the storage and use of raised funds. At the same time, the board of directors of the company authorizes the chairman of the company or his authorized person to open the special account for raised funds and sign the supervision agreement for raised funds.
The independent directors of the company expressed their independent opinions on the above proposal. For details, please refer to cninfo (www.cn. Info. Com. CN.) on March 16, 2022 Independent opinions of independent directors on matters related to the 10th meeting of the seventh board of directors disclosed.
4、 The proposal on Amending the management system for the use of raised funds was deliberated and adopted by 9 votes in favor, 0 against and 0 abstention
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) And other laws, regulations and normative documents, and in combination with the actual situation of the company, after deliberation by the board of directors of the company, it is agreed to modify some provisions of the management system for the use of raised funds.
For details of the revised system, please refer to the company’s designated information disclosure media cninfo.com.cn on March 16, 2022 Disclosed management system for the use of raised funds.
Documents for future reference:
The resolution of the 10th meeting of the 7th board of directors signed and confirmed by the directors of the company.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of directors March 16, 2022
