Securities code: Shanghai Pharmaceuticals Holding Co.Ltd(601607) securities abbreviation: Shanghai Pharmaceuticals Holding Co.Ltd(601607) No.: pro 2022032
Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Announcement on the plan for public issuance of corporate bonds
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. In order to comply with the company’s strategic planning and business development needs, broaden the company’s financing channels, optimize the existing financing structure, reasonably control the company’s overall financing cost, and give better play to the financial leverage effect, the company plans to issue corporate bonds. 1、 Notes on the company’s compliance with the conditions for public issuance of corporate bonds
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China (revised in 2019), the measures for the administration of corporate bond issuance and trading, the guidelines for the pre examination of corporate bonds of Shanghai Stock Exchange (V) optimized financing supervision, the Listing Rules of corporate bonds of Shanghai Stock Exchange and other laws, regulations and normative documents, and in comparison with the actual situation of the company one by one, The company meets the conditions and requirements for public issuance of corporate bonds in accordance with the applicable optimized financing regulatory standards stipulated in relevant laws, regulations and normative documents, and has the conditions and qualifications for public issuance of corporate bonds to professional investors. 2、 Overview of this offering
(I) face value and issuance scale of this bond
The face value of corporate bonds to be issued this time is 100 yuan, which is issued at par. The total face value of the bonds shall not exceed RMB 5 billion (including RMB 5 billion), which can be issued in one time or by stages. The specific issuance scale shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine within the above scope in accordance with national laws, regulations and relevant provisions of the securities regulatory department, in combination with the company’s capital demand and market conditions at the time of issuance.
(II) bond interest rate and its determination method
The corporate bonds to be issued this time are issued at par, the bond interest rate is a fixed interest rate, and the interest is calculated annually with simple interest, excluding compound interest. The specific bond coupon rate will be determined by the issuer and the lead underwriter through consultation in accordance with relevant national regulations. The general meeting of shareholders is requested to authorize the Executive Committee of the board of directors to determine and adjust the issue interest rate or its determination method.
(III) bond type and term
The corporate bonds to be issued this time include general corporate bonds, renewable corporate bonds, short-term corporate bonds, etc.
The specific term structure of the corporate bonds to be issued this time (including but not limited to whether to design rights, whether to design redemption terms or resale terms and the specific contents of relevant terms, whether to design the option to adjust the coupon rate and the specific contents of relevant terms, etc.), term composition and the issuance scale of each term category shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine in accordance with relevant regulations and market conditions at the time of issuance.
(IV) repayment of principal and interest
The principal and interest repayment method of this bond shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine in accordance with relevant regulations and market conditions at the time of issuance.
(V) issuance method
After the bonds are registered with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), they can be issued in one time or in installments in China. The specific issuance method shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine within the above scope according to the company’s capital demand and the market situation at the time of issuance.
(VI) issuing objects and arrangements for placing to shareholders of the company
The bonds are issued to professional investors who comply with the securities law of the people’s Republic of China (revised in 2019), the measures for the administration of corporate bond issuance and trading, the measures for the administration of the appropriateness of securities and futures investors, the measures for the administration of the appropriateness of investors in the bond market of Shanghai Stock Exchange and other relevant laws and regulations (except for buyers prohibited by national laws and regulations). The corporate bonds will not be preferentially placed to the shareholders of the company.
(VII) purpose of raised funds
After deducting the issuance expenses, the funds raised in this corporate bond issuance are intended to be used to repay the interest bearing debts of the company and its subsidiaries, supplement working capital or other purposes in accordance with laws and regulations. The general meeting of shareholders is requested to authorize the Executive Committee of the board of directors to decide within the above scope according to the actual situation of the company’s financial situation and capital demand.
(VIII) guarantee
Whether the corporate bonds adopt guarantee and specific guarantee methods shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine according to relevant regulations and market conditions.
(IX) debt repayment guarantee measures
According to relevant regulations, the general meeting of shareholders is requested to authorize the Executive Committee of the board of directors to take at least the following measures in case of failure to pay the principal and interest of the bonds on schedule or failure to pay the principal and interest of the bonds on schedule at maturity:
(1) Do not distribute profits to shareholders;
(2) Postpone the implementation of major foreign investment, mergers and acquisitions and other capital expenditure projects;
(3) Reduce or suspend the salaries and bonuses of directors and senior managers;
(4) The main responsible person shall not be transferred.
(x) underwriting method
The bond is proposed to be underwritten by an underwriting syndicate composed of the lead underwriter in the form of balance underwriting.
（11） Listing arrangement
After the issuance of corporate bonds, on the premise of meeting the listing conditions, the company will submit an application for the listing and trading of corporate bonds to Shanghai Stock Exchange as soon as possible. With the approval of the regulatory authorities, the corporate bonds can also be listed and traded in other trading places permitted by applicable laws. The specific trading places shall be submitted to the general meeting of shareholders to authorize the Executive Committee of the board of directors to determine in accordance with relevant laws and regulations, the approval of the regulatory authorities and market conditions.
（12） Validity of resolution
The validity period of the resolution of the general meeting of shareholders of the company’s bonds is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. Within the aforesaid validity period, if the company submits the registration of this corporate bond issuance to the CSRC, the validity period of this resolution shall be automatically extended to the date when all the corporate bonds are issued or the expiration date of the approval / registration document of this corporate bond issued by the CSRC (whichever is later). During the above-mentioned validity period, the general meeting of shareholders of the company may convene a separate general meeting for the issuance of corporate bonds to decide whether to terminate or extend the validity of this resolution.
（13） Authorization of the issuance to the Executive Committee of the board of directors
According to the arrangement of the proposed issuance of corporate bonds, in order to improve the efficiency of the issuance and listing of corporate bonds, the general meeting of shareholders of the company is hereby requested to authorize the Executive Committee of the board of directors of the company to fully handle relevant matters, including but not limited to:
(1) Decide and hire intermediaries related to the issuance of corporate bonds.
(2) In accordance with national laws, regulations and relevant provisions of securities regulatory authorities, and according to the actual situation of the company and the market, determine the specific issuance plan of the corporate bonds and modify and adjust the issuance terms of the corporate bonds, including but not limited to the specific issuance scale, issuance method, placement arrangement, bond term, bond variety, bond interest rate or its determination method, issuance time Issuance arrangements (including whether to issue by stages, the number of issuance periods and the scale of each issuance period), whether to set resale terms or redemption terms and the specific contents of the terms, formulate guarantee schemes, rating arrangements, specific subscription methods, principal and interest repayment arrangements, repayment order, debt repayment guarantee, listing arrangements and other matters related to the issuance terms, And determine the specific use of the raised funds within the scope of the purpose of the raised funds determined by the general meeting of shareholders.
(3) Formulate, approve, sign, modify and announce various legal documents related to the issuance of corporate bonds, and supplement or adjust the application documents accordingly according to the requirements of the regulatory authorities.
(4) Represent the company in negotiations related to the issuance and listing of corporate bond products and make appropriate information disclosure.
(5) Select the bond trustee, sign the bond trustee agreement and formulate the rules of the bondholders’ meeting.
(6) After the completion of this issuance, handle the listing of this issuance of corporate bonds.
(7) In case of changes in national laws and regulations or relevant policies or market conditions of regulatory authorities, except in accordance with relevant laws and regulations
In addition to the matters that must be re resolved by the general meeting of shareholders according to the laws and regulations and the articles of association, the company may, in accordance with relevant laws and regulations and
The provisions of the articles of association and the opinions of the regulatory authorities (if any) shall adjust the matters related to the issuance of corporate bonds accordingly,
Or decide whether to continue the issuance of corporate bonds according to the actual situation.
(8) Be fully responsible for handling other matters related to the issuance and listing of corporate bonds.
(9) The validity period of this authorization is 12 months from the date of deliberation and approval by the general meeting of shareholders. During the aforesaid period of validity, the company
If the company submits the registration of the issuance of corporate bonds to the CSRC, the validity of this authorization will be automatically extended to the issuance of corporate bonds
The date when all the bonds are issued or the expiration of the validity period of the approval / registration documents issued by the CSRC for the corporate bonds
Day (whichever is later). During the aforesaid period of validity, the general meeting of shareholders of the company may convene a separate general meeting of shareholders on this authorization and decide
Determine whether to terminate or extend the validity of this authorization.
3、 Brief financial accounting information of the issuer
(I) balance sheet, income statement and cash flow statement of the last three years
1. Consolidated financial statements for the last three years
(1) Consolidated balance sheet unit: 10000 yuan
December 31, 2021 December 31, 2020 December 31, 2019
current assets
Monetary capital 223903857222962327181528177
Derivative financial assets 328.45 50.13 302.70
Notes and accounts receivable 593866509530364452476139230
Notes receivable 1278880729053932741195
Accounts receivable 581077702527459059473398035
Receivables financing 161900982485373721870595
Prepayment 245776112389930719374561
Other receivables 241910802009456522029608
Inventory 271040353240882577248773568
Assets held for sale —
Non current assets due within one year 12650561053251232577
Other current assets 98769141151403410937226
Total current assets 11649443231075629262980915814
Non current assets
December 31, 2021 December 31, 2020 December 31, 2019
Long term receivables 197742316984692656421
Long term equity investment 907327546651064048537791
Investment in other equity instruments 7339243305171941840
Other non current financial assets 1388900797855703843982
Investment real estate 213323323528812923192
fixed assets
