Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
(address: No. 21, Langshan Road, songpingshan, Nanshan District, Shenzhen)
Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) 2022 announcement on public issuance of corporate bonds to professional investors
Lead underwriter / bond trustee
(address: unit A02, 35 / F and 28 / F, Allianz building, 4018 Jintian Road, Futian District, Shenzhen)
Co lead underwriter / Bookrunner
(address: centralized business (North), financial and business district, Zhongtian Convention and Exhibition City, Changling North Road, guanshanhu District, Guiyang City, Guizhou Province) signing date: March 28, 2022
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important notes
1. Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) (hereinafter referred to as “the issuer” or “the company”) has obtained the registration and public offering of corporate bonds with a par value of no more than 500 million yuan (hereinafter referred to as “the bonds”) from the China Securities Regulatory Commission on March 16, 2022.
The issuer’s bonds are issued by stages. The face value of the bonds issued in the first phase (hereinafter referred to as “the bonds”) shall not exceed 500 million yuan, and the remaining part shall be issued within 24 months from the date of registration and issuance by the CSRC. 2. The issuance scale of this bond is no more than 500 million yuan, the face value of each bond is 100 yuan, the issuance quantity is no more than 5 million, and the issuance price is 100 yuan / piece.
3. According to the relevant provisions of the securities law, the bonds are only issued to professional investors, and ordinary investors are not allowed to participate in the issuance and subscription. After the bonds are listed, they will be subject to investor suitability management. Only professional investors can participate in the transaction, and the transaction behavior subscribed or purchased by ordinary investors is invalid.
4. According to the comprehensive assessment of united credit rating Co., Ltd., the current bond rating of the issuer is AAA and the main rating is AA +. Before the issuance and listing of the bonds, the net assets of the company 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 current issue comply with relevant regulations.
5. After the issuance, the company will submit an application for the listing and trading of the 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.
6. Term: 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.
7. 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 this bond shall be deemed to have voluntarily accepted the agreement on the guarantee arrangement of this bond in this 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.
8. Special rights clauses of the bonds: the bonds are attached with the issuer’s redemption option, the option to adjust the coupon rate and the investor’s resale option.
Terms of redemption option: the issuer will announce whether to exercise the redemption option on the designated information disclosure media on the 25th trading day before the interest payment date of the second interest bearing year of the current bond. If it decides to exercise the redemption right, the current bonds will be deemed to be fully matured in the second year, and the issuer will redeem all corporate bonds from investors at par value plus the last interest. The principal of the redeemed bonds plus the interest of the second year shall be paid together on the interest payment date of the second interest bearing year. The issuer will count the list of bondholders in accordance with the relevant provisions of the current bond registration authority, and handle it in accordance with the relevant provisions of the bond registration authority. If the issuer fails to exercise the redemption right, the bonds will continue to exist in the third year.
Option to adjust the coupon rate: the issuer has the right to decide the coupon rate for one year after adjusting the current bond at the end of the second year of the duration; The issuer will issue an announcement on whether to adjust the coupon rate and the adjustment range on the information disclosure media designated by the exchange on the 25th trading day before the interest payment date of the second interest bearing year. If the issuer does not exercise the option to adjust the coupon rate, the coupon rate in subsequent periods will remain unchanged.
Investor repurchase option: after the issuer issues an announcement on whether to adjust the coupon rate and adjustment range of the current bonds, the investor has the right to choose to register within the investor repurchase registration period in the second interest bearing year of the duration of the current bonds, resell all or part of the current bonds held to the issuer according to the face value, or choose to continue to hold the current bonds.
The interest payment date of the second interest bearing year of the bonds is the resale payment date. The company will complete the resale payment in accordance with the relevant business rules of the Shenzhen Stock Exchange and the bond registration authority.
Investor resale registration period: within 5 trading days from the date of the issuer’s announcement on whether to adjust the coupon rate and adjustment range of the current bond, the bondholder can make a resale declaration in a specified way. After the repurchase declaration of bondholders is confirmed, the corresponding total face value of corporate bonds will be frozen; If no declaration is made during the resale registration period, it shall be deemed to give up the resale option, continue to hold the current bonds, and accept the above decision on whether to adjust the coupon rate and adjustment range of the current bonds.
9. The inquiry range of the bonds is 3.5% – 4.5%. The issuer and the lead underwriter will inquire the investors’ interest rate on March 30, 2022 (t-1), and determine the final coupon rate of the bonds according to the inquiry of interest rate. The issuer and the lead underwriter will be on the website of Shenzhen Stock Exchange on March 31, 2022（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Please pay attention to the final coupon rate of the bonds announced on the.
10. The offline issuance objects are professional investors with professional A-share securities accounts opened by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. Investors participate in offline inquiry and purchase by submitting offline interest rate inquiry and purchase application form to the bookkeeping manager. Unless otherwise specified by the bookkeeper.
11. Investors shall not illegally use other people’s accounts or capital accounts for subscription, nor shall they illegally finance or replace illegal financing subscription. Investors who subscribe for the bonds shall abide by the relevant laws and regulations and the relevant provisions of the China Securities Regulatory Commission, and bear the corresponding legal liabilities.
12. Investors are kindly requested to pay attention to the specific provisions on the issuance method, issuance object, issuance quantity, issuance time, subscription method, subscription procedure, subscription price and subscription fund payment of this issue of corporate bonds.
13. The issuer’s main credit rating is AA +, and the current bond credit rating is AAA, which meets the basic conditions for pledge repo transactions. The specific conversion rate and other matters will be implemented in accordance with the relevant provisions of the registration authority.
14. This announcement only explains the matters related to the issuance of the bonds and does not constitute any investment suggestions for the bonds. If investors want to know more about the bonds, please read carefully the prospectus for public issuance of corporate bonds to professional investors in Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) 2022. Investors can also visit the website of Shenzhen stock exchange for information related to this offering（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Query.
15. For other matters related to the issuance of the bonds, the issuer and the lead underwriter will, as necessary, register on the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）And tide information network（ http://www.cn.info.com.cn. ）Timely announcement on the website, please pay attention to investors.
Unless otherwise noted, the following words in this announcement have the following meanings: Company / the company / issuing Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) pedestrian / Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399)
Current bonds refer to the public offering of Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) 2022 to professional investors
Corporate bonds
The prospectus refers to the public offering to professional investors in Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) 2022
Corporate bond prospectus
CSRC / CSRC refers to the securities registration authority of China Securities Regulatory Commission / refers to the registration company of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Co., Ltd
Lead underwriters refer to Anxin Securities Co., Ltd. and Zhongtian Guofu Securities Co., Ltd
Anxin securities / trustee / lead refers to the underwriter of Anxin Securities Co., Ltd., Zhongtian Guofu / joint lead underwriter / bookkeeper refers to the manager of Zhongtian Guofu Securities Co., Ltd., jintiancheng / lawyer refers to Shanghai jintiancheng law firm, Ernst & Young / Accountant refers to Ernst & Young Huaming accounting firm (special general partnership)
Joint credit refers to joint credit evaluation Co., Ltd
Shenzhen hi tech investment / guarantee refers to the guarantor investor / holder of Shenzhen hi tech investment and Financing Guarantee Co., Ltd. / refers to the legal means such as subscription, transfer, acceptance of gift, inheritance and so on
The subject of the bondholder holding the current bond
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
The Administrative Measures refer to the administrative measures for the issuance and trading of corporate bonds (revised in 2021)
After the lead underwriter and the issuer negotiate to determine the interest rate range, they publish the issuance documents of the issuance method to the market
Bookkeeping and filing means that the bookkeeping manager records the interest rate and quantity willingness of offline professional investors to subscribe for corporate bonds,
Follow the principles of fairness, impartiality and openness, and determine the final issuance profit according to the agreed pricing and placement methods
rate
The trading day of Shenzhen stock exchange refers to the trading day of Shenzhen Stock Exchange
Legal holiday or refers to the legal and government designated holiday or rest day of the people’s Republic of China (excluding the Hong Kong Special Administrative Region)
Rest days (legal holidays and rest days in the administrative region, Macao Special Administrative Region and Taiwan)
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
1、 Basic information of current issue
1. Issuer: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) .
2. Full name of bonds: Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) 2022 public issuance of corporate bonds to professional investors, referred to as “22 Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) “.
3. Issuance scale: the issuance scale of the current bonds shall not exceed 500 million yuan.
4. Face value and issuing price: the face value of the bonds is 100 yuan, which is issued at par.
5. Bond term: 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.
6. Bond form: real name bookkeeping corporate bonds. The current bonds subscribed by investors shall be recorded in the custody account opened by the securities registration institution. After the issuance of the current bonds, the bondholders may transfer and pledge the bonds in accordance with the provisions of the relevant competent authorities.
7. Bond interest rate and determination method: the coupon rate of the current bond is a fixed interest rate. The coupon rate will be determined by the company and the bookkeeping manager through consultation within the interest rate inquiry range according to the offline inquiry and bookkeeping results. The coupon rate of bonds adopts simple interest and is calculated annually
