Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Legal opinion on the listing of convertible corporate bonds in Shenzhen Stock Exchange
March, 2002
Beijing, Shanghai, Shenzhen, Guangzhou, Chengdu, Chongqing, Qingdao, Hangzhou, Nanjing, Haikou, Tokyo, Hong Kong, London, New York, Los Angeles, San Francisco, Almaty
23-31 / F, South Tower, building 3, Zhengda center, yard 20, Jinhe East Road, Chaoyang District, Beijing 100020
23-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing 100020, P. R. China
Tel: + 86 1059572288 Fax: + 86 1065681022 / 1838
Website: www.zhonglun.com com.
Beijing Zhonglun law firm
About Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Publicly issuing convertible corporate bonds and listing on Shenzhen Stock Exchange
Legal opinion
To: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Beijing Zhonglun law firm (hereinafter referred to as “the firm”) is entrusted by Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as “the issuer” or “the company”) to act as the special legal adviser for the issuer’s public issuance of convertible corporate bonds and listing on Shenzhen Stock Exchange (hereinafter referred to as “the listing”).
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”), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) and the detailed rules for the implementation of convertible corporate bond business of Shenzhen Stock Exchange (hereinafter referred to as the “detailed rules”) The Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the measures for the administration of securities issuance and underwriting, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation) and other relevant laws, regulations and normative documents, in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, Issue this legal opinion on the issue and listing of the issuer.
In order to issue this legal opinion, our lawyers have verified and verified the documents and facts related to the issuer’s issuance and listing in accordance with the provisions of relevant laws, administrative regulations, normative documents and the requirements of our business rules and in the principle of prudence and importance.
The exchange gives legal opinions on the facts that have occurred or exist before the date of issuance of this legal opinion, as well as the current laws, regulations, departmental rules and other normative documents of China, the relevant provisions of the CSRC and the Shenzhen Stock Exchange, and the judgment of the exchange on a matter is based on the laws and regulations applicable at the time of the occurrence of the matter, and also takes full account of the approval and confirmation given by relevant government departments.
This legal opinion only expresses legal opinions on legal issues in China related to this issuance and listing. The exchange and its handling lawyers are not qualified to express professional opinions on professional matters such as accounting, audit, asset evaluation and overseas legal matters. The contents of financial report, audit report and asset evaluation in this legal opinion are quoted in strict accordance with the professional documents issued by relevant intermediaries and the instructions of the issuer, and it does not mean that this office and its lawyers make any express or implied guarantee for the authenticity and accuracy of the quoted contents.
The issuance of this legal opinion has been guaranteed by the issuer as follows: that is, the company has provided the original written materials, duplicate materials or oral testimony that the lawyers of this firm think necessary for the issuance of this legal opinion, the signatures and seals on the relevant materials are true, and the relevant duplicate materials or copies are consistent with the original materials or originals. The documents and materials provided by the issuer are true, accurate, complete and effective without any concealment, falsity or major omission.
The exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the issuer’s matters related to this issuance and listing, and ensured that the facts identified in the legal opinion of the exchange are true, accurate, complete and timely, and the concluding opinions issued on this issuance and listing are legal and accurate, without false records, misleading statements or major omissions, And willing to bear corresponding legal responsibilities.
Unless otherwise specified, the abbreviation in this legal opinion is the same as the legal opinion of Beijing Zhonglun law firm on Sichuan Kelun Pharmaceutical Co.Ltd(002422) public offering of convertible corporate bonds (hereinafter referred to as the “legal opinion”) issued by the exchange for this issuance and listing The abbreviation in the lawyer work report of Beijing Zhonglun law firm on Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (hereinafter referred to as “lawyer work report”) has the same meaning. The statements in the lawyer’s work report, legal opinion and relevant supplementary legal opinion issued by the bourse for this issuance and listing are also applicable to this legal opinion.
The exchange agrees to take this legal opinion as the necessary legal document for the issuer to apply for this issuance and listing, report it together with other materials, and bear corresponding legal liabilities for this legal opinion according to law.
This legal opinion is only used by the issuer for the purpose of applying for this issuance and listing, and shall not be used for any other purpose without the written consent of the exchange.
In accordance with the securities law, the company law and other relevant laws and regulations, as well as the requirements of the CSRC and the Shenzhen Stock Exchange, and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, the exchange has issued the following legal opinions:
1、 Approval and authorization of this issuance and listing
(I) procedures for the issuer to approve the issuance and listing
1. On June 17, 2021, the issuer held the 44th meeting of the sixth board of directors, The proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on the company’s public issuance of convertible corporate bonds, the proposal on the review of the Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance plan of convertible corporate bonds, and the proposal on the review of the rules for the meeting of bondholders of Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds werereviewed and adopted Proposal on deliberation of feasibility analysis report on investment projects financed by Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds, proposal on risk tips and filling measures for diluting immediate return of convertible corporate bonds and commitments of relevant subjects, proposal on deliberation of shareholder return plan for the next three years (20212023) Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors and persons authorized by the board of directors to handle matters related to the public issuance of convertible corporate bonds and other proposals, and submitted to the general meeting of shareholders for approval.
2. On June 29, 2021, the issuer held the 2020 annual general meeting of shareholders, deliberated and passed the above-mentioned proposal and agreed to the issuer’s public offering of convertible corporate bonds.
3. According to the authorization of the board of directors by the issuer’s 2020 annual general meeting of shareholders, the issuer held the 10th meeting of the 7th board of directors on March 15, 2022, deliberated and adopted the proposal on further clarifying the issuance scheme of convertible corporate bonds by the company The proposal on public issuance of convertible corporate bonds and the proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement for funds raised were deliberated and adopted.
(II) the issuance and listing of the issuer has been approved by the CSRC
On January 28, 2022, the CSRC issued the reply on approving Sichuan Kelun Pharmaceutical Co.Ltd(002422) public issuance of convertible corporate bonds (zjxk [2022] No. 255), approving the company to publicly issue convertible corporate bonds with a total face value of 3 billion yuan for a period of 6 years.
In conclusion, our lawyers believe that:
1. The board of directors and the general meeting of shareholders of the issuer have made a resolution to approve the issuance and listing in accordance with the law, and the content of the resolution is legal and effective; The general meeting of shareholders of the issuer has authorized the board of directors to handle specific matters related to this issuance and listing, and the scope and procedures of authorization are legal and effective.
2. The issuance and listing of the issuer has been approved by China Securities Regulatory Commission, and the consent of Shenzhen stock exchange is still required.
2、 Subject qualification of this issuance and listing
(I) in July 2003, with the approval of “CFH [2003] No. 162” document of Sichuan Provincial People’s government, Kelun Co., Ltd. was changed into a joint-stock company, and was registered and established by the former Chengdu Administration for Industry and Commerce on September 28, 2003. The registration number of enterprise legal person business license is 5101 Transfar Zhilian Co.Ltd(002010) 479.
On May 5, 2010, the issuer issued 60 million RMB common shares in Shenzhen stock exchange for the first time with the approval of the document of China Securities Regulatory Commission (zjxk [2010] No. 598). According to the announcement on the listing and trading of Sichuan Kelun Pharmaceutical Co.Ltd(002422) shares of Shenzhen Stock Exchange, the company’s common shares were listed on Shenzhen Stock Exchange on June 3, 2010, with stock abbreviation of ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) ” and stock code of ” Sichuan Kelun Pharmaceutical Co.Ltd(002422) “.
(II) according to the business license, the current effective articles of association of the issuer and relevant announcements, as of the date of issuance of this legal opinion, the issuer is a joint stock limited company validly existing according to law; There is no dissolution due to the resolution of the general meeting of shareholders, dissolution due to merger or division, failure to pay off due debts and declaration of bankruptcy according to law; There is no case where the business license is revoked, ordered to close down or revoked according to law, or dissolved by the people’s court in accordance with Article 182 of the company law.
In conclusion, our lawyers believe that the issuer is a joint stock limited company legally established and validly existing, and its publicly issued shares have been listed on the Shenzhen Stock Exchange. As of the date of issuance of this legal opinion, it has not been terminated in accordance with laws, regulations, normative documents and the articles of association, and the issuer has the subject qualification of this issuance and listing.
3、 Substantive conditions for this offering and listing
After verification by lawyers of the exchange, the issuer meets the substantive conditions for public issuance and listing of convertible corporate bonds stipulated in the securities law, administrative measures, listing rules, implementation rules and other laws, administrative regulations and normative documents:
(I) this offering complies with the provisions of the securities law
1. The issuer has established the general meeting of shareholders, the board of directors and its special committees and the board of supervisors, elected independent directors and employee supervisors, employed senior managers such as the general manager, deputy general manager, chief financial officer and Secretary of the board of directors, and has a sound and well functioning organization, which is in line with the provisions of paragraph 1 (I) of Article 15 of the securities law.
2. According to the annual report and audit report of the issuer in recent three years, the distributable profits (net profits attributable to shareholders of listed companies) realized by the issuer in 2018, 2019 and 2020 were 1212944200 yuan, 937855100 yuan and 829386300 yuan respectively, and the average annual distributable profits realized in the three accounting years were 993395200 yuan. According to the total amount of funds raised in this issuance and the general coupon rate of convertible bonds, it is enough to pay one-year interest on corporate bonds. According to the issuer’s 2021 annual performance express, the issuer’s net profit attributable to the shareholders of the listed company in 2021 is expected to be 1096128000 yuan. Therefore, the company’s average annual distributable profit from 2019 to 2021 is also sufficient to pay one-year interest on corporate bonds, which is in line with the provisions of paragraph 1 (II) of Article 15 of the securities law.
3. According to the audit report of the issuer in recent three years, the issuer has a reasonable asset liability structure and normal cash flow, In line with the provisions of paragraph (II) of Article 2 of the notice of the general office of the State Council on the implementation of the revised Securities Law (GBF [2020] No. 5), “an issuer applying for public issuance of corporate bonds shall have a reasonable asset liability structure and normal cash flow in addition to meeting the conditions specified in the securities law”, and comply with the provisions of paragraph 1 (III) of Article 15 of the securities law.
4. According to the issuer’s feasibility study report on the use of raised funds, the prospectus, the resolution of the 2020 general meeting of shareholders and the statement issued by the issuer, the net amount of the raised funds after deducting the issuance expenses is intended to be used for innovative preparation production line and supporting construction projects, large infusion and small water injection industrial structure upgrading construction projects, NDDs and anti-tumor preparation industrialization construction projects Digital construction projects and supplementary working capital; The funds raised in this offering will be used for the purposes approved by the general meeting of shareholders of the issuer and the CSRC, and will not be used to make up for losses and non productive expenses, which is in line with the provisions of paragraph 2 of Article 15 of the securities law.
5. As stated in the part of “III. substantive conditions of this issuance and listing / (II) this issuance complies with the provisions of the administrative measures”, the issuer complies with the provisions of the administrative measures and other securities regulatory authorities of the State Council on the issuance conditions, and complies with the provisions of paragraph 3 of Article 15 and paragraph 2 of Article 12 of the securities law.
6. According to the documents publicly disclosed by the issuer and verified by the lawyers of the exchange, the issuer does not default on the publicly issued corporate bonds or other debts or delay the payment of principal and interest
