Underwriting Co., Ltd
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Listing recommendation letter for public issuance of convertible corporate bonds
Shenzhen Stock Exchange:
With the approval of the “zjxk [2022] No. 255” document of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) “, “issuer” and “company”) publicly issued 300 million yuan of convertible corporate bonds (hereinafter referred to as “this issuance”) and completed the online subscription on March 18, 2022 and the transfer of raised funds on March 24, 2022, On March 29, 2022, the above-mentioned convertible bonds were registered in the names of the allocated investors. The issuer has promised to go through the listing procedures of convertible bonds as soon as possible after the issuance.
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation”, “this recommendation institution” or “recommendation institution (lead underwriter)”) as the recommendation institution and lead underwriter of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds, believes that Sichuan Kelun Pharmaceutical Co.Ltd(002422) application for listing of convertible corporate bonds complies with the company law of the people’s Republic of China In accordance with the relevant provisions of the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, it is recommended that Sichuan Kelun Pharmaceutical Co.Ltd(002422) the convertible bonds issued this time be listed and traded in your exchange. The relevant information is reported as follows:
1、 Basic information of the issuer
(I) overview of the issuer
Chinese Name: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
corporate name
English Name: Sichuan Kelun Pharmaceutical Co., Ltd
Legal representative: Liu Chuangxin
Registered capital: RMB 1425422862
Date of establishment: May 29, 2002
Listing date: June 3, 2010
Stock code Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Stock abbreviation Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Shenzhen stock exchange where the shares are listed
Registered address: NanEr Road, Xindu Satellite City Industrial Development Zone, Chengdu, Sichuan
Postal code of registered address 610500
Main office address: No. 36, Baihua West Road, Qingyang District, Chengdu
Postal code of office address: 610071
Tel: 02882860678
Fax No.: 02886132515
Company website: www.kelun.com com.
Research and produce large volume injection, small volume injection and flushing agent; Technical development and production of vertical polypropylene infusion bag; Import and export of goods and technology; Business scope: manufacturing and selling hard capsules, granules, powders and soft glue. Business scope: capsule, tablet, dropping pill, 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) share capital structure and controlling shareholders of the issuer
1. Total share capital of the issuer and shareholding of the top ten shareholders
(1) Share capital structure of the issuer
As of September 30, 2021, the share capital structure of the issuer is as follows:
Number of projects (shares) proportion
1、 Shares with limited sales conditions 34389138324.13%
Including: shares held by domestic legal persons —
Domestic natural persons hold 24.13% of 343891383 shares
Shares held by overseas natural persons —
2、 Shares with unlimited sales conditions 108153147975.87%
Including: RMB common shares 108153147975.87%
3、 Total shares 1425422862100.00%
(2) Shareholding of the top ten shareholders of the issuer
As of September 30, 2021, the shareholding of the top 10 shareholders of the issuer is as follows:
Unit: shares
Shareholder name shareholder nature shareholding proportion total number of shares held with limited sales conditions
Shareholder name shareholder nature shareholding proportion total number of shares held with limited sales conditions
Liu Chuangxin 26.60% natural persons in China 379128280284346210
Ya’an state-owned assets management has 6.58% state-owned legal person 93801074 – limited liability company
Pan Hui domestic natural person 4.84% 6902094651765709
Hong Kong Central Clearing Company Limited overseas legal person 2.75% 39229064-
Taikang Life Insurance Co., Ltd. fund, financial product 1.24% 17715259 – company – Investment link – innovative power products, etc
Liu Yaguang domestic natural person 1.06% 15119962-
China Securities Co.Ltd(601066) Securities Co., Ltd. state owned legal person 1.05% 14967878 – company
Yin Fenggang domestic natural person 1.01% 14458532-
0.99% of natural persons in PanQu 14167440-
Citic Securities Company Limited(600030) state owned legal person 0.71% 10123665-
Total 46.84% 667732100336111919
Note: as of September 30, 2021, the company held 19145880 shares in the special securities account for repurchase, which was not listed among the top 10 shareholders.
2. Basic information of controlling shareholders, actual controllers and persons acting in concert
(1) Basic information of controlling shareholders and actual controllers
Mr. Liu Chuangxin, Chinese nationality, without overseas permanent residency, chairman of the company, Secretary of the Party committee, graduate degree, senior engineer. He was the general manager of Sichuan Qili Pharmaceutical Co., Ltd. in 1992 and founded Kelunda pharmaceutical factory in 1996. As of September 30, 2021, Mr. Liu Chuangxin directly held 379128280 shares of the company, accounting for 26.60% of the total share capital of the company. He is the controlling shareholder and actual controller of the company.
(2) Basic information of persons acting in concert
Mr. Liu Sichuan, Chinese nationality, has no right of permanent residence abroad. The general manager of the company is the son of the controlling shareholder and actual controller Mr. Liu Chuangxin. As of September 30, 2021, Mr. Liu Sichuan directly held 8246286 shares, accounting for 0.58% of the total share capital of the company.
Ms. Wang Huan, Chinese nationality, without permanent residency abroad, assistant to the general manager of the company, is husband and wife with Mr. Liu Sichuan. As of September 30, 2021, it directly held 192200 shares of the company, accounting for 0.01% of the total share capital of the company.
As of September 30, 2021, Mr. Liu Sichuan, alone or acting in concert with Liu Chuangxin and Wang Huan, indirectly held 22650600 shares of the company’s shares through private equity funds, accounting for 1.59% of the company’s total share capital. To sum up, Mr. Liu Chuangxin, together with Mr. Liu Sichuan and Ms. Wang Huan, who acted in concert, directly or indirectly held 410217366 shares of the company, accounting for 28.78% of the total share capital of the company.
(III) main financial data
The main financial data of the last three years and the first period are as follows:
1. Main data of consolidated balance sheet
Unit: 10000 yuan
Project 20212020 2019 September 30 December 31 December 31 December 312018
Total assets 318428843319833460314853737293608830
Total liabilities 177522030179801772175793303163967637
Shareholders’ equity 140906813140031 Qingdao Haier Biomedical Co.Ltd(688139) 060434129641193
Minority interests 4169164503988371799252006439
2. Main data of consolidated income statement
Unit: 10000 yuan
Project: January September 2021, 2020, 2019, 2018
Operating income 126860408164642013176362670163517902
Operating cost 56040843753291227022556666121520
Operating profit 9309281100996221276876813561998
Total profit 902410395503081256293913334045
Net profit 7460940 7
