Announcement of Sichuan Kelun Pharmaceutical Co., Ltd. on the addition of persons acting in concert by the directors and general managers of the company and the transfer of shares within persons acting in concert
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Company shareholders Mr. Liu Gexin and Mr. Liu Sichuan guarantee that the information provided to the company is true, accurate and complete. There are no false records, misleading statements or major omissions.
Important content reminder:
This share transfer belongs to the changes in the internal composition and internal shareholding ratio of the company’s directors, general managers and those acting in concert, and the total shareholding ratio and quantity There is no change, it does not involve the reduction of holdings to the market, and it will not cause the actual controller of the company to change.
- Overview of this internal transfer of shares
SichuanKelun Pharmaceutical Co., Ltd. (hereinafter referred to as the”company” or”Kelun Pharmaceutical“) on November 12, 2020 Information Network disclosed the”Announcement on the Increase of the Company’s Directors and General Managers to Act in Concert and the Internal Transfer of Their Shares” (Announcement No.:2020-105), due to the”Chuangying Investment No. 10 Collective Fund Trust Plan” (below (Referred to as”Chuangying No. 10″) is about to expire and the family property arrangement needs, the company’s shareholders, director and general manager Liu Sichuan will hold 16,504,600 shares of the company through Chuangying No. 10 (accounting for 1.15%of the company’s total share capital). The block transactions were transferred to the”Tongyi Wutong No. 10 Private Securities Investment Fund” (hereinafter referred to as”Wutong No. 10″) in which the principal was Liu Sichuan holding 100%shares, and the principal was Liu Sichuan and his spouse Wang Huan. 100%of the”Tongyi Wutong No. 13 Private Securities Investment Fund” (hereinafter referred to as”Wutong No. 13″).
The company received Liu Sichuan’s notice on the internal transfer of shares on November 20, 2020. Liu Sichuan has already transferred the remaining company’s shares of 6.146 million (accounting for the company’s total share capital) through Chuangying No. 10 0.43%) was transferred to “Tongyi Wutong No. 20 Private Securities Investment Fund” (hereinafter referred to as “Wutong No. 20”) in a block transaction, and the original plan for Liu Sichuan and his mother, Zhong Ying, to hold 100%of Wutong No. 20 Adjusted to Liu Sichuan and his father Liu Gexin holding 100%of Wutong No. 20. At the same time, Liu Sichuan and Wutong signed a concerted action agreement on the 20th.
This share transfer is an internal transfer between Liu Sichuan and those acting in concert. It does not involve a reduction in the market, nor will it cause him to act in concert with his father, the actual controller of the company, Liu Gexin. The total shareholding ratio and number of people have changed.
Before the implementation of this share transfer, Liu Sichuan and through Chuangying No. 10, Wutong No. 10, and Wutong No. 13 held a total of 29,749,586 shares of the company, accounting for 2.07%of the company’s total share capital, of which directly held 7,098,986 shares. After the implementation of this share transfer, the total number of shares held by the above-mentioned concerted actors and the shareholding ratio remained unchanged, still at 29,749,586 shares, accounting for 2.07%of the company’s total share capital. The company’s actual controller Liu Gexin holds 379,128,280 shares of the company, accounting for 26.35%of the company’s total share capital. According to my country’s relevant securities laws and regulations, Liu Gexin and the aforementioned parties are also acting in concert. Therefore, as of the date of this announcement, the company’s actual controller Liu Gexin and his concerted actors Liu Sichuan, Wang Huan, Wutong No. 10, Wutong No. 13 and Wutong No. 20 have a total of 409,070,066 shares of the company’s equity, accounting for the company’s total share capital. Of 28.43%.
Second, the specific situation of this share transfer
(1) The main content of this share transfer
- Reason for the transfer:”Chuangying Investment 10 No. collective fund trust plan” is about to expire and the family property arrangement needs.
Transfer method:block transaction
Source of transfer shares:increase the shareholding through the secondary market
(2) The block transfer of shares Transaction situation
(3) Liu Sichuan and his concerted parties’ shareholding situation before and after the share transfer
Note 1:Shareholders’ share restrictions are due to the lock-up of shares by directors and executives Restricted sales;
Note 2:The data in this announcement is processed according to the principle of rounding. The above processing method may cause a difference between the partial total and the direct addition of each addend in the mantissa.
(4) The main content of the”Concert Agreement”
The”Concert Agreement” was signed by Liu Sichuan as Party A and Wutong No. 20 as Party B, and its administrator is Shanghai Tongyi Investment Management Co., Ltd., the main content of the agreement is as follows:
- Both parties act as the Kelun Pharmaceutical The shareholders decided to form a concerted action relationship. During the validity period of the agreement, the fund trustor enjoys the actual benefits of the shares of Kelun Pharmaceutical in Wutong No. 20. Party B only The person instructed to exercise the investment and voting rights of Kelun Pharmaceutical shares.
During the validity period of this agreement, Party B agrees to conduct business decision-making and general meeting of shareholders of Kelun Pharmaceutical When voting, keep consistent with Party A’s intention and take concerted action based on Party A’s intention. During the period of concerted action, Party B agrees to unconditionally and irrevocably entrust Party A to exercise shareholder voting rights with respect to the shares held by Kelun Pharmaceutical Shareholder rights such as the right to propose, nominate, and convene.
Party A promises:As a shareholder of Kelun Pharmaceutical, it shall not violate the law when exercising shareholder rights , Regulations, and regulatory documents, shall not harm the interests of Kelun Pharmaceutical and other shareholders, and shall not affect the interests of Kelun Pharmaceutical standard operation.
Party B promises that, as Party A’s concerted parties, when exercising shareholder rights, it shall not violate the provisions of laws, regulations, and regulatory documents, and shall not damage Kelun Pharmaceutical and other shareholders’ interests shall not affect the specifications of Kelun Pharmaceutical run.
The agreement shall take effect from the date of signing until Party A terminates the agreement in writing. Any modification or change of the agreement shall be negotiated separately by the parties to the agreement.
Other relevant explanations
The share transfer belongs to the company’s managing director and persons acting in concert with changes in the composition and internal shareholding ratio, and its total shareholding ratio There has been no change in the number and amount, and it does not involve any reduction in the market, nor will it lead to changes in the company’s controlling shareholders and actual controllers, nor will it affect the corporate governance structure and continued operations.
There is no violation of the share lock-up and transfer or reduction of shareholding related commitments in this share transfer, and it will not cause the company’s equity distribution to not meet the listing conditions, and will not cause the company’s actual controller to change.
This share transfer is in compliance with the”Company Law”,”Securities Law”, the China Securities Regulatory Commission”Listed Company Shareholders, Directors, Supervisors, and High-level Shares Reduction Regulations” and other laws, regulations and regulatory documents Relevant regulations.
Four. Documents available for inspection
1.”Agreement on Acting in Concert”;
- Relevant certification materials for this share transfer.
Here is an announcement.
Sichuan Kelun Pharmaceutical Co., Ltd. Board of Directors
November 2020 20th
Stock code:002422 Stock abbreviation:Kelun Pharmaceutical Announcement Number:2020-109< /p>
SichuanKelun Pharmaceutical Co., Ltd.
About providing guarantees for subsidiaries Announcement on the progress of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.
I. Overview of guarantees
Sichuan Kelun Pharmaceutical Co., Ltd. (Hereinafter referred to as”the company” or”Kelun Pharmaceutical“) The 6th Board of Directors held on April 24, 2020 The 28th meeting and the 2019 Annual General Meeting of Shareholders held on May 19, 2020 reviewed and approved the”Proposal on the Estimated Guarantee Limit for Subsidiaries”, and agreed to be subsidiaries (including wholly-owned subsidiaries, holding subsidiaries, Same below) Provide a guarantee line of no more than RMB 4 billion. The guarantee methods include but are not limited to general guarantee, joint liability guarantee, mortgage, pledge, lien, deposit, deposit, etc. The main types of guarantees include loans, bank acceptance drafts, Commercial acceptance bills, letters of credit, letters of guarantee, non-financial corporate debt financing instruments and other financing activities. The guarantee period shall be three years from the date of expiry of the debt performance period stipulated in the main contract or other guarantee period required by the financing institution. The guarantee limit is valid for one year from the date of approval by the shareholders’ meeting, and the limit can be recycled within the authorization period. For details, please refer to the”Announcement on the Estimated Guarantee Limits for Subsidiaries” (Announcement No.:2020-) published by the company on Juchao Information Network (http://www.cninfo.com.cn) on April 28, 2020. 046).
The company’s subsidiary Yili Chuanning Biotechnology Co., Ltd. (hereinafter referred to as”Twining Bio” or”debtor ”) Recently, the Industrial and Commercial Bank of China Limited Yili Kazakh Autonomous Prefecture Branch (hereinafter referred to as “ICBC Yili Branch” or “Creditor” ”) Signed the “Working Capital Loan Contract” (hereinafter referred to as the “Master Contract”), and the Yili Branch of Industrial and Commercial Bank of China provided a working capital loan line of RMB 40 million to Chuanning Biological. The loan period is from November 16, 2020 to 2021. November 6th. Twinings Bio will reasonably arrange subsequent withdrawals as needed, and the actual loan amount is subject to the loan certificate. At the same time, the company signed a”guarantee contract” with the Yili branch of Industrial and Commercial Bank of China, and the company provided joint liability guarantees for the above-mentioned loans of Chuanning Biological.
2. Basic information of the guaranteed person
1. Company name:Yili Chuanning Biotechnology Co., Ltd.
2. Legal representative:Deng Xuheng
3. Domicile:No. 516, Almatyya Village, Yining Park, Horgos Economic Development Zone, Yili Prefecture, Xinjiang
4. Registered capital:RMB 200 million
< p>6. Business scope:food purchase and sales; research and development of health products; import and export of goods or technologies (except for the import and export of goods and technologies prohibited by the state or involving administrative approval), and carry out small-scale border trade business; antibiotic intermediates and veterinary drugs Production and sales of non-sterile APIs (erythromycin thiocyanate) and ursodeoxycholic acid (non-sterile APIs) (excluding drugs, APIs, dangerous chemicals, and other pre-approvals required by laws and regulations) And restricted business projects); power production and sales (only targeted sales to Xinjiang Yili Electric Power Co., Ltd.); mechanical equipment processing and maintenance; ammonium sulfate, sodium chloride, ammonium chloride, sodium sulfate, immobilized cephalosporin C Production of acylase and corn gluten meal; processing and sales of agricultural and sideline products (specifically subject to production license). (Projects subject to approval in accordance with the law can only be carried out after the approval of relevant departments)
- Ownership structure:The holding subsidiary of Chuanning Biological Company, the company directly and indirectly holds 80.49%of its shares
The main content of the guarantee contract
(1) Creditor: Industrial and Commercial Bank of China Limited CompanyIli Kazakh Autonomous Prefecture Branch
(2) Guarantor:Sichuan Kelun Pharmaceutical shares Limited liability company
(3) Guarantor:Yili Chuanning Biotechnology Co., Ltd.
(4) Guarantee method:Joint and several liability guarantee guarantee
(5 ) The maximum amount of guaranteed principal creditor’s rights:RMB 40 million
(6) Scope of guarantee:principal creditor’s rights, interest, compound interest, penalty interest, liquidated damages, damages, etc., as well as the cost of realizing the creditor’s rights.
(7) Guarantee period:two years from the day following the expiration of the loan period under the main contract; if the creditor declares the loan to expire early in accordance with the main contract, the guarantee period shall be the period when the loan expires early Two years from the next day.
- Cumulative external guarantee amount and overdue guarantee amount
As of November 19, 2020, the total amount of external guarantees actually incurred by the company and its holding subsidiaries was RMB 3.13 billion, accounting for 9.94%of the company’s most recent audited total assets, accounting for 22.51%of the company’s most recent audited net assets. The aforementioned guarantees have fulfilled the corresponding review and disclosure procedures as required. As of the disclosure date of this announcement, the company has no overdue guarantees and illegal guarantees.
V. Documents for reference