Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (address: No. 21, Langshan Road, Songping mountain, Nanshan District, Shenzhen)
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) summary of prospectus for public issuance of corporate bonds to professional investors in 2022
The issuance amount of the current bonds shall not exceed 500 million yuan (including 500 million yuan)
Guarantee: Shenzhen hi tech investment and Financing Guarantee Co., Ltd. provides joint and several liability guarantee
Credit rating result: the subject’s credit rating is AA +; Bond credit rating AAA
Issuer: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
Lead lead underwriter: Anxin Securities Co., Ltd. Co lead underwriter: Zhongtian Guofu Securities Co., Ltd
Trustee: Anxin Securities Co., Ltd
Credit rating agency: United credit rating Co., Ltd
Date of signature: March 28, 2022
statement
The issuer will perform the obligation of information disclosure in a timely and fair manner. The issuer and all its directors, supervisors, senior managers or personnel performing the same duties guarantee that the information disclosure in the prospectus is true, accurate and complete, and there are no false records, misleading statements or major omissions.
The lead underwriter has checked the prospectus and its abstract, confirmed that there are no false records, misleading statements and major omissions, and assumed corresponding legal liabilities for its authenticity, accuracy and completeness.
The issuer promises not to directly or indirectly subscribe for the bonds issued by itself during the issuance of current bonds. The interest rate or price of bond issuance shall be determined by inquiry, agreement pricing, etc. the issuer will not manipulate the issuance pricing, operate in a dark box, seek illegitimate interests or transfer interests to other relevant stakeholders by means of holding on behalf of others, trust, etc., provide financial assistance to investors participating in the subscription directly or through other stakeholders, and will not commit other acts against fair competition and market order.
If the issuer has directors, supervisors, senior managers, shareholders holding more than 5% of the shares and other related parties to participate in the subscription of the bonds, the issuer will disclose the relevant subscription in the announcement of the issuance results.
The registration or examination of bond issuance by CSRC and Shenzhen Stock Exchange does not represent any evaluation of the investment value of bonds, nor does it indicate any judgment on the investment risk of bonds. Investors who wish to subscribe for the bonds shall carefully read the full text of the prospectus and relevant information disclosure documents, independently analyze the authenticity, accuracy and completeness of the information disclosure, independently judge the investment value and bear any investment risks related thereto.
Investors who subscribe for or hold the bonds are deemed to have agreed to the rights and obligations in the prospectus, including the bond trustee agreement, the rules of the bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in the bond prospectus.
The issuer promises to perform its obligations and accept the supervision of investors in accordance with laws and regulations and the provisions of the prospectus.
Tips on major issues
Investors are requested to pay attention to the following major issues and carefully read the relevant chapters in the prospectus such as “risk tips and instructions”.
1、 Basic financial information of the issuer
Before the issuance of the current bonds, the issuer’s net assets at the end of the latest period were 11822041100 yuan (the total owner’s equity in the consolidated financial statements on September 30, 2021), the asset liability ratio of the consolidated standard was 38.64%, and the asset liability ratio of the parent company was 34.88%. The average annual distributable profit realized by the issuer in the last three fiscal years is 891675200 yuan (the average of the net profit attributable to the owner of the parent company of 591459700 yuan, 105935600 yuan and 1024209800 yuan in 2018, 2019 and 2020), which is expected to be no less than 1.5 times the one-year interest of the current bond. The issuer’s financial indicators before the issuance of the current bonds comply with relevant regulations.
2、 Rating
United credit rating Co., Ltd. rated the main body of this bond as AA +, the debt rating as AAA, and the rating outlook is stable. Within the validity period of the credit rating report (one year from the date of issuance of the credit rating report), united credit rating Co., Ltd. will continue to pay attention to the changes of the issuer’s external business environment, business or financial conditions, and the guarantee of debt repayment of this bond. In case of any major change in the issuer or this debt, or any major event that may have a great impact on the issuer or the credit rating of this debt, the joint credit evaluation Co., Ltd. will start the irregular tracking and rating procedure of this bond, and the issuer shall provide corresponding materials.
According to the relevant requirements of the regulatory authorities and the United credit for tracking rating, the United credit will conduct a regular tracking rating within two months after the announcement of the issuer’s annual report every year during the duration of the bonds, and a regular tracking rating no later than six months from the end of each fiscal year, and conduct an irregular tracking rating according to relevant conditions during the duration of the bonds. The regular and irregular follow-up rating reports and rating results of united credit rating Co., Ltd. will be disclosed in accordance with relevant regulations.
3、 Terms with rights involving adjustment of bond repayment term or interest rate
The term of this bond is 3 years. At the end of the second year of its duration, the issuer’s option to adjust the coupon rate, the issuer’s redemption option and the investor’s resale option are attached.
4、 Specific arrangements and related risks for setting up guarantee, mortgage, pledge and other credit enhancement measures
The bonds are jointly and severally guaranteed by Shenzhen hi tech investment and Financing Guarantee Co., Ltd. The guarantee scope includes the principal and interest of the corporate bonds issued this time and the reasonable expenses for realizing the creditor’s rights. The guarantee period is the duration of the corporate bonds issued this time and two years from the date of maturity of the bonds. If the bondholder and the bond trustee do not require the guarantor to bear the guarantee liability within this period, the guarantor shall be exempted from the guarantee liability. According to the letter of guarantee issued by Shenzhen hi tech investment and Financing Guarantee Co., Ltd., the maturity date of the bond shall be subject to the actual issuance maturity date of the bond (including the resale date, redemption date and early cashing date). If the guaranteed bond expires within 2 years, if the investor chooses not to require the issuer to repurchase and continue to hold the bond, it shall be approved by the guarantor in advance and a letter of confirmation shall be issued, otherwise the guarantor shall not bear any liability under the letter of guarantee. All investors who subscribe for, accept and hold the bonds shall be deemed to have voluntarily accepted the agreement on the guarantee arrangement of the bonds in the prospectus. Although at the time of issuance, the company has arranged debt repayment guarantee measures according to the actual situation to control and ensure the timely repayment of the principal and interest of the bonds, during the duration of the bonds, due to uncontrollable changes in the market, policies, laws and regulations and other factors, the currently proposed debt repayment guarantee measures may be incomplete or unable to be performed, and the bondholders will not be able to repay the principal and interest of the bonds through the guarantor or collateral, This will adversely affect the interests of bondholders.
5、 Affected by the overall operation of the national economy, financial and monetary policies, changes in the international economic environment and other factors, the market interest rate is likely to fluctuate. As the current bond is a fixed interest rate bond, the investment value of the bond may change with the fluctuation of market interest rate during its duration, which makes the bond value held by the current bond investors uncertain.
6、 The resolutions deliberated and adopted by the bondholders’ meeting in accordance with the rules of bondholders’ meeting shall have the same effect and binding force on all bondholders (including all bondholders who attend the meeting, fail to attend the meeting, object to the resolution or give up their voting rights, and the holders who accept the bonds after the relevant resolution is passed). During the duration of the bonds, any effective resolution adopted by the bondholders’ meeting within its terms of reference shall have priority over the resolutions and opinions made by any other subject including the bond trustee on the contents of the effective resolution. The subscription or purchase of the bonds or the acquisition of the bonds by other legal means by the bondholders shall be deemed as the consent and acceptance of the bondholders’ meeting rules formulated by the company for the bonds and shall be bound by them.
7、 In order to specify the rights, obligations and liabilities for breach of contract among the issuer, bondholders and bond trustees, the company appointed Anxin securities as the bond trustee of the current corporate bonds and entered into the bond trustee agreement. Investors who obtain the current bonds through subscription, trading or other legal means shall be deemed to have agreed to the bond trustee agreement formulated by the company.
8、 Investors who subscribe for or hold the corporate bonds shall be deemed to have agreed to the bond trustee agreement, the rules of bondholders’ meeting and other relevant agreements on the rights and obligations of the issuer, bondholders, bond trustee and other subjects in the bond prospectus. The resolutions made by the bondholders’ meeting in accordance with the provisions of the administrative measures and the procedural requirements of the meeting rules shall be binding on all bondholders.
9、 Investor suitability
According to the relevant provisions of the securities law, the bonds are only issued to professional investors, and ordinary investors and investors are not allowed to participate in the issuance and subscription. After the listing of this bond, investor suitability management will be implemented. Only professional investors will participate in the trading, and the trading behavior of ordinary investors subscribing or buying is invalid.
10、 After the issuance of this issue, the company will submit an application for the listing and trading of this issue of bonds to Shenzhen Stock Exchange as soon as possible. The bonds meet the listing conditions of simultaneous trading in the centralized bidding system and the comprehensive agreement trading platform of Shenzhen Stock Exchange (hereinafter referred to as “bilateral listing”). However, before the listing of the bonds, the company’s financial situation, operating performance, cash flow and credit rating may change significantly. The company cannot guarantee that the listing application for bilateral listing of the bonds can be approved by Shenzhen Stock Exchange. If the bonds cannot be listed bilaterally at that time, the investors have the right to choose to sell the bonds back to the company. The investment risk and liquidity risk caused by changes in the company’s operation and income shall be borne by the bond investors themselves. The current bonds cannot be listed on other trading places except Shenzhen Stock Exchange.
11、 In the investor protection mechanism of the bonds, the bank credit is not mandatory. If the issuer fails to meet the preconditions of financial institutions on the use of credit due to poor management, the issuer will not be able to withdraw the corresponding credit line.
12、 The risk that the amount of receivables is large and increases year by year. During the reporting period, the amount of accounts receivable was 1083741900 yuan, 1293516500 yuan, 1638623000 yuan and 1620595300 yuan respectively. On the whole, the debtors of receivables are mainly large international pharmaceutical enterprises with good reputation. Up to now, the recovery of receivables is normal. However, if the operation of relevant units deteriorates in the future and the issuer’s receivables cannot be recovered in time, the normal production and operation and capital transfer will be adversely affected.
13、 The company is mainly engaged in the production and sales of heparin sodium API and heparin preparations. In terms of heparin sodium API business, the products are mainly exported to foreign non affiliated customers; The company’s preparation business is mainly enoxaparin preparation produced and sold by its subsidiary Tiandao pharmaceutical. The preparation has obtained the marketing license of generic drugs in the EU in 2016. It is the first generic drug in the EU and has a strong competitive advantage. The upstream of enoxaparin preparation of the company is heparin sodium API produced by itself, and the downstream is mainly hospitals, pharmacies and dealers in Europe, China, the United States and other countries and regions in the world. As far as the European market is concerned, by the end of September 2021, Tiandao pharmaceutical has established marketing teams in Poland, Britain, Germany, Italy, Spain and other countries, and launched product sales channels in various European countries and regions. The above businesses are closely related to the macroeconomic situation and market demand outside China. If there are adverse changes in the foreign market environment, the company’s main business income and profitability will be affected.
14、 At present, the main drug market of heparin API is concentrated in overseas drug regulatory markets such as Europe, America and Japan. The above markets implement strict cGMP standards, which clearly stipulates that the scope of supervision involves not only finished drugs, but also the whole process of drug production including API (including the reception, production, packaging, labeling, quality control, storage and distribution of starting raw materials or pharmaceutical intermediates). At the same time, because heparin drugs are directly used in the clinical treatment of cardiovascular and cerebrovascular diseases, they have high requirements for drug efficacy and safety. Heparin preparation manufacturers will also establish their own quality control standards on the basis of drug regulatory requirements. At the same time, the quality control standards of heparin related products are in dynamic changes, which are often updated from time to time according to the development of heparin drugs and the changes of industry environment. In this dynamic change process, if the company cannot continuously update, improve and implement the strict product quality control system according to the changes of corresponding quality standards, it will not only directly affect the company’s timely completion of customer orders, but also adversely affect the company’s brand image and customer relations, thus further affecting the company’s business performance.
15、 With the strengthening of the regulatory standards and efforts of China’s foreign drug regulatory authorities on the whole process of heparin production and the emphasis on the quality control of the whole process of production, including starting materials, the supply of upstream crude heparin is also included in the quality management system of raw material and preparation manufacturers. In order to ensure the normal operation of the company’s existing business and the smooth implementation of its future development strategy, the company has and will continue to strengthen the cooperative relationship with the existing qualified suppliers of heparin crude products, so as to strengthen the quality awareness of suppliers, and will gradually expand the team of qualified suppliers. Although the global supply of crude heparin products slightly exceeds the demand, heparin raw materials with complete traceability and high-quality API produced with this raw material have become the key cultivation objects of downstream enterprises that enter the European and American market and are subject to strong drug administration supervision. In order to obtain stable raw material supply capacity, the company needs to build a supply team with qualified quality in raw material supply as always, To ensure that the normal operation of the company’s existing business and the smooth implementation of future development strategy will not be adversely affected. 16、 During the reporting period, the proportion of the issuer’s sales revenue to the top five customers in the total revenue was 59.21%, 48.14%, 35.92% and 34.21% respectively; The company’s overseas business income accounted for 90.38%, 91.09%, 90.04% and 89.08% respectively; During the reporting period, the sales revenue of heparin sodium API, the main product, accounted for 57.16%, 49.17%, 50.66% and 46.98% of the total revenue respectively. The company’s overseas business accounts for a relatively high proportion, so it faces a certain risk of exchange rate fluctuation, drug regulatory policy risk in overseas market, etc; The company’s top five customers account for a relatively high proportion of revenue, and there is a certain degree of customer dependence;
