Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022054 Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Sichuan Kelun Pharmaceutical Co., Ltd.
(address: NanEr Road, Industrial Development Zone, Xindu satellite city, Chengdu)
Public issuance of convertible corporate bonds
Listing announcement
Sponsor (lead underwriter)
(28th floor, No. 1198, Century Avenue, China (Shanghai) pilot Free Trade Zone)
Section I important statements and tips
Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) “, “issuer”, “company” or “the company”) all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of this listing announcement, promise that there are no false records, misleading statements or major omissions in the listing announcement, and bear individual and joint legal liabilities.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws and regulations, the directors and senior managers of the company have performed the obligations and responsibilities of good faith and diligence according to law.
The opinions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and other government authorities on the listing of convertible corporate bonds and related matters of the company do not indicate any guarantee to the company.
The company and the recommendation institution (lead underwriter) remind investors that investors should check the relevant contents not involved in this listing announcement, which were disclosed on cninfo.com on March 16, 2022（ http://www.cn.info.com.cn. ）The full text of the prospectus for Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds (hereinafter referred to as the “prospectus”).
Unless otherwise specified, the abbreviations or terms in this listing announcement shall have the same meanings as those in the prospectus.
Section II overview
1、 Convertible corporate bonds: callan convertible bonds
2、 Convertible corporate bond Code: 127058
3、 Issuance of convertible corporate bonds: 300 million yuan (30 million pieces)
4、 Listing volume of convertible corporate bonds: 300 million yuan (30 million pieces)
5、 Listing place of convertible corporate bonds: Shenzhen Stock Exchange
6、 Listing time of convertible corporate bonds: April 20, 2022
7、 Duration of convertible corporate bonds: March 18, 2022 to March 17, 2028
8、 Starting and ending time of convertible corporate bonds 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 convertible bonds issuance (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).
9、 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、 Interest payment date of convertible corporate bonds: the interest payment date of each year is the day of each full year from the first day of the issuance of convertible bonds. If that day is a legal holiday or rest day, it will be postponed to the next trading day, and no additional interest will be paid during the extended period. The interest year is between two adjacent interest payment days.
Interest payment creditor’s right registration date: the interest payment creditor’s right registration date of each year is the trading day before the interest payment date of each year. The company will pay the interest of the current year within five trading days after the interest payment date of each year. For the convertible bonds converted into the company’s shares before the registration date of interest paying creditor’s rights (including the registration date of interest paying creditor’s rights), the company will no longer pay the interest of this interest year and subsequent interest years to its holders.
The tax payable on the interest income obtained by the convertible bond holder shall be borne by the holder.
11、 Registration institution of convertible corporate bonds: Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch of China Securities Depository and Clearing Corporation”)
12、 Sponsor (lead underwriter): Changjiang Securities Company Limited(000783) underwriting sponsor Co., Ltd. (hereinafter referred to as “Changjiang sponsor” or “sponsor (lead underwriter)”)
13、 Guarantee of convertible corporate bonds: the convertible bonds issued this time do not provide guarantee.
14、 Credit rating and credit rating agency of convertible corporate bonds: for the convertible corporate bonds issued this time, the company hired China Chengxin international credit rating Co., Ltd. to conduct credit rating. According to the credit rating report of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds issued by zhongchengxin international credit rating Co., Ltd., the credit rating of the subject of the convertible bonds is AA +, the rating prospect is stable, and the bond credit rating is AA +. After the convertible bonds issued this time are listed, during the duration of the bonds, China Chengxin international credit rating Co., Ltd. will conduct regular or irregular follow-up rating on the credit status of the bonds and issue a follow-up rating report. Regular follow-up rating shall be conducted at least once a year during the duration of the bond.
Section III introduction
This listing announcement is prepared in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations.
With the approval of CSRC’s document “zjxk [2022] No. 255”, the company publicly issued 30 million convertible corporate bonds on March 18, 2022, with a face value of 100 yuan each and a total issuance amount of 300 million yuan. The convertible bonds issued in this public offering shall be 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) shall be issued to the public investors online through the trading system of Shenzhen Stock Exchange. The issuance is underwritten by the recommendation institution (lead underwriter) in the form of balance underwriting. The part of the subscription amount of this issuance less than 300 million yuan is underwritten by the recommendation institution (lead underwriter).
With the consent of SZS [2022] No. 356 document of Shenzhen Stock Exchange, the company’s 300 million yuan convertible corporate bonds will be listed and traded in Shenzhen Stock Exchange on April 20, 2022. The bonds are referred to as “Kelun convertible bonds” for short and the bond code is “127058”.
On March 16, 2022, the company published the summary of the prospectus for Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds in China Securities Journal, Shanghai Securities News, securities daily and securities times. The full text of the prospectus can be found on cninfo.com（ http://www.cn.info.com.cn. ）Query.
Section IV overview of the issuer
1、 Basic information of the issuer
Company name (Chinese): Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Company name (English): Sichuan Kelun Pharmaceutical Co., Ltd
Place of listing: Shenzhen Stock Exchange
Stock abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Stock Code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) SZ
Legal representative: Liu Chuangxin
Date of establishment: May 29, 2002
Registered address: NanEr Road, Xindu Satellite City Industrial Development Zone, Chengdu, Sichuan
Office address: No. 36, Baihua West Road, Qingyang District, Chengdu, Sichuan
Postal Code: 610500
Tel: 02882860678
Fax No.: 02886132515
Company website: www.kelun.com com.
Business scope: research and production of large volume injections, small volume injections and flushing agents; Technical development and production of vertical polypropylene infusion bag; Import and export of goods and technology; Operating in branches: manufacturing and selling hard capsules, granules, powders, soft capsules, tablets, dropping pills, pretreatment and extraction of traditional Chinese medicine; Production and sales of API; Medical technical services; Medical technology consultation; Computer software sales; Software and information technology services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) II. Historical evolution of the issuer
(I) establishment and listing of the issuer
1. The predecessor of Kelun Co., Ltd., Sichuan Kelun Pharmaceutical Co., Ltd
Sichuan Kelunda pharmaceutical factory is a joint-stock cooperative enterprise registered and established on May 22, 1996 with the shareholders of Chengdu Xindu Enterprise Group Corporation and Kelunda industry, with a registered capital of 12 million yuan, approved by the former Xindu County System Reform Commission of Chengdu on February 29, 1996 “Xindu system reform (1996) No. 19 document” examination opinions on the establishment of Sichuan Kelunda pharmaceutical factory “.
On May 22, 1996, Sichuan Kelunda pharmaceutical factory obtained the business license of enterprise legal person of the joint-stock cooperative enterprise with the registration number of 5101251 China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) issued by Xindu County Administration for Industry and commerce.
The equity structure of Sichuan Kelunda pharmaceutical factory when it was established is as follows:
Name of shareholder contribution (10000 yuan) contribution proportion
Chengdu Xindu Enterprise Group Corporation 102000 85.00%
Sichuan Kelun Industrial Co., Ltd. 180.00 15.00%
Total 120000 100.00%
2. Establishment of Colleen Limited
In May 2002, Sichuan Kelun Da pharmaceutical factory was restructured into Kelun Co., Ltd. the registered capital of Kelun Co., Ltd. was confirmed by the capital verification report czyyz [2002] No. 139 issued by Sichuan Zhongyu certified public accountants Co., Ltd. on April 27, 2002. Among them, the natural person Ganyuan Hubei contributed 1726900 yuan in cash, The audited net assets of Sichuan Kelunda Pharmaceutical Co., Ltd. held by 18 natural persons such as Liu Chuangxin in proportion to the capital contribution of Sichuan Kelunda Pharmaceutical Co., Ltd. as of December 31, 2001 were 349999 million yuan (Sichuan Shuhua kuaishan (2002) Zi No. 011 issued by Sichuan Shuhua certified public accountants Co., Ltd. on January 23, 2002) Audit report) and the credit contribution of 132732 million yuan from Sichuan pearl Pharmaceutical Co., Ltd. to Sichuan Kelunda Pharmaceutical Co., Ltd. transferred according to the proportion of contribution, with a total contribution of 482731 million yuan. Sichuan Kelunda Pharmaceutical Co., Ltd. was registered and established in Chengdu Administration for Industry and Commerce on May 29, 2002, and obtained the business license of enterprise legal person with the registration number of 5101252001243 issued by Chengdu Administration for Industry and commerce.
3. Sichuan Kelun Pharmaceutical Co.Ltd(002422) change of establishment
On July 5, 2003, according to the Sichuan Provincial People’s government’s “CFH [2003] No. 162” notice on the change of the establishment of Sichuan Kelun Pharmaceutical Co.Ltd(002422) of Sichuan Kelunda Pharmaceutical Co., Ltd
With the approval of the reply, Kelun Co., Ltd. was changed into a joint-stock company as a whole. Based on the audited net assets of 70676894 yuan as of December 31, 2002, Kelun Co., Ltd. converted 70000000 yuan into 70000000 shares in the proportion of 1:1, with the registered capital of 70000000 yuan, and the remaining 676894 yuan as the capital reserve of the company. The 19 natural person shareholders of Kelun Co., Ltd., as the promoters of the company, respectively hold the corresponding proportion of the company’s shares according to their equity proportion of Kelun Co., Ltd. On July 23, 2003, PricewaterhouseCoopers Zhongtian certified public accountants Co., Ltd. issued the “PwC y Zi (2003) No. 114” capital verification report to verify the paid in registered capital of the above joint-stock company at the time of establishment. The joint stock company was registered and established by Chengdu Administration for Industry and Commerce on September 28, 2003, and the registration number of enterprise legal person business license is 5101 Transfar Zhilian Co.Ltd(002010) 479. The equity structure of the company at the time of establishment is as follows:
No. sponsor contribution method contribution amount (10000 yuan) number of shares (10000 shares) shareholding ratio (%)
1. Net assets of Liu Chuangxin 227445225277 32.18
2. Net assets of Pan Hui: 113719112637 16.09
3. Net assets of Cheng Zhipeng 568.60 563.19 8.05
4. Net assets of Li Qing 568.60 563.19 8.05
5. Net assets of Ganyuan Hubei 244.05 2
