Shandong Lu Kang Pharmaceutical Co., Ltd.
Plan for Public Offering of Securities in p>221
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 they are individually and jointly liable for the truthfulness, accuracy and completeness of its contents.
Important content:
Name and method of this public offering of securities: Shandong Lu Kang Pharmaceutical Co., Ltd. (hereinafter referred to as "the company" or "the company") intends to conduct this public offering of securities by placing shares with the original shareholders (hereinafter referred to as "this allotment").
after the completion of this rights issue, the company's share capital and net assets will increase greatly, and it will take a certain period of time for the raised funds to generate benefits. The company's profit realization and shareholder return still mainly depend on the company's existing business, which may lead to a certain decline in the company's earnings per share and weighted average return on net assets in the short term, that is, the company's immediate return after issuing shares through rights issue is at risk of dilution. For details, please refer to the relevant contents of the Announcement of Shandong Lu Kang Pharmaceutical Co., Ltd. on Risk Tips and Filling Measures and Commitments of Relevant Subjects on Diluted Immediate Return of Placing Shares to Original Shareholders.
this plan is the explanation given by the board of directors of our company on this rights issue, and any statement to the contrary is untrue.
the matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authorities on the matters related to this rights issue. The effectiveness and completion of the matters related to this rights issue mentioned in this plan have yet to be approved or approved by the relevant examination and approval authorities.
1. The rights issue complies with the explanation of relevant laws and regulations on the conditions for public offering of rights issue
According to the Company Law of the People's Republic of China, Securities Law of the People's Republic of China, Measures for the Administration of Securities Issuance of Listed Companies, Questions and Answers on the Supervision of Issuance-Regulatory Requirements for Guiding and Regulating the Financing Behavior of Listed Companies (Revised Edition) and other relevant laws, regulations and normative documents, the company is listed against A shares.
II. Overview of this offering
(I) Types and par values of shares to be issued
The types of shares to be issued in this rights issue are A shares with a par value of RMB 1. per share.
(II) Issuance Method
This allotment is conducted by allotment of shares to the original shareholders.
(III) Base, proportion and quantity of allotment
The number of shares to be allotted this time is determined based on the total number of A shares after the closing of A shares in date of record, and will be allotted to all shareholders at a ratio of no more than 3 shares for every 1 shares. Where the allotment of shares is less than 1 share, it shall be handled according to the relevant regulations of Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch. Based on the calculation of the company's total share capital of 88,26,92 shares as of September 3, 221, the number of rights issues this time is no more than 264,78,276 shares. Before the implementation of this allotment, if the company's total share capital changes due to the company's share offering, capitalization of capital reserve and other reasons, the proportion of allotment to all shareholders will remain unchanged, and the upper limit of this allotment will be adjusted accordingly according to the changed total share capital.
(IV) Pricing principle and allotment price
1. Pricing principle
(1) Refer to the valuation indicators such as the price, P/E ratio and P/B ratio of the company's shares in the secondary market at the time of issuance, and comprehensively consider the company's development prospects and shareholders' interests, the capital demand for this fund-raising investment project plan, the actual situation of the company and other factors;
(2) follow the principle of consultation between the board of directors of the company and its authorized persons and the sponsor institution (lead underwriter).
2. allotment price
The allotment price is based on the average transaction price of the company's shares in the 2 trading days before the issuance announcement, and the allotment price is determined by the market discount method. According to the authorization of the shareholders' meeting, the final allotment price is determined by the board of directors of the company and its authorized persons in consultation with the sponsor institution (lead underwriter) according to the market situation before issuance.
(V) Placing objects
The placing objects are all shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the closing of date of record on the same day. The date of record of this allotment will be determined separately after the China Securities Regulatory Commission approves this allotment plan.
Hualu Holding Group Co., Ltd., the controlling shareholder of the Company, and Hualu Investment Development Co., Ltd., a wholly-owned subsidiary of the Company, promise to fully subscribe for the distributable shares in this allotment plan in cash.
(VI) Use of funds raised by rights issue
The total amount of funds raised by this rights issue does not exceed RMB 1,,. After deducting the issuance expenses, the net amount of funds raised will be used for the industrialization construction project of new preparation products, the multi-functional fermentation workshop of high-end raw materials and supporting power construction project (Phase I), the research and development project of new drugs, the supplementary liquidity and the repayment of bank loans. The specific investment of the funds raised by this rights issue is as follows:
Unit: RMB 1,
No. Project Name
1 The amount of funds to be raised by total investment of the project is 2,273. 2,.
2 The multifunctional fermentation workshop of high-end APIs and the supporting power construction project (Phase I) 23,889.55 2, .
3 New drug research and development projects 29,569. 2,.
4 Replenishing working capital and repaying bank loans 4,. 4,.
A total of 113,731.55 1,.
Before the funds raised this time are in place, the Company can If the actual raised funds after deducting the issuance expenses of this public offering of securities are less than the total amount of funds to be invested in the above-mentioned projects, the company will adjust and finally decide the priority of the raised funds and the specific investment amount of the raised funds according to the actual net raised funds, and the insufficient raised funds will be solved by the company's own funds. The management of the company will make corresponding adjustments to the investment projects and use arrangements of the raised funds according to the authorization of the shareholders' meeting, changes in market conditions and the actual situation of the company.
(VII) underwriting method
The rights issue is underwritten by the sponsor institution (lead underwriter) on a commission basis.
(VIII) Issue Time
After the approval of the China Securities Regulatory Commission, the rights issue will be distributed to all shareholders within the validity period of the approval.
(IX) Place of listing
The shares of this public offering will be listed and traded on the Shanghai Stock Exchange.
(X) Distribution scheme of accumulated undistributed profits before the rights issue
The undistributed profits accumulated by the Company before the implementation of this rights issue shall be enjoyed by all shareholders after the completion of this rights issue according to their shareholding ratio.
(11) Validity of the resolution of this public offering
The resolution related to this allotment is valid for 12 months from the date of deliberation and approval by the company's shareholders' meeting.
(XII) Listing and circulation of the securities issued this time
After the completion of this rights issue, the Company will apply for listing and circulation of the shares issued this time on the Shanghai Stock Exchange.