Changzhou Tiansheng New Materials Co.Ltd(300169)
No. 508, Longjin Road, Changzhou City, Jiangsu Province
Plan for issuing shares to specific objects on GEM
of
Demonstration analysis report (Revised Version)
February, 2002
Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as ” Changzhou Tiansheng New Materials Co.Ltd(300169) “, “listed company” or “company”) is a company listed on the gem of Shenzhen Stock Exchange.
In order to meet the capital needs of the company’s business development and enhance the company’s capital strength, according to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation), the company plans to issue shares to specific objects to raise no more than 529999800 yuan, It is proposed to supplement working capital after deducting issuance expenses. 1、 Background and purpose of this issuance of shares to specific objects
(I) background of this issuance of shares to specific objects
As a well-known professional manufacturer of polymer foaming materials in China, the company has been committed to the research, development, production and sales of polymer foaming materials. The company is in the leading position in the field of soft foam materials, structural foam materials and the post-processing products of the above materials, and further expands the market development and application of transportation supporting products.
1. National industrial policies support industry development
Polymer foamed materials are new materials. New materials are the industrial basis for the transformation and upgrading of the whole manufacturing industry. The Chinese government attaches great importance to and supports the development of the new material industry and lists it in the seven strategic emerging industries in China and the ten key development fields of “made in China 2025”.
Polymer foamed materials are widely used in wind power generation, rail transit, shipping, aerospace, building energy conservation and other fields. Since September 2020, Chinese state leaders have stated to the world on a series of important international occasions that China will accelerate green transformation and development. Opinions of the CPC Central Committee and the State Council on fully, accurately and comprehensively implementing the new development concept and doing a good job in carbon peak and carbon neutralization A series of “double carbon” strategic documents such as the action plan for reaching the peak by 2030 have been released one after another, which further demonstrates China’s determination to strive to solve the prominent problems of resource and environmental constraints. To sum up, China’s industrial policy provides a good policy environment for the healthy development of the polymer foam industry and a strong guarantee for the sustained and rapid development of the industry.
2. The company’s business continues to expand, and the capital demand for business activities is large
The polymer foaming material industry has the characteristics of high equipment requirements, large contract subject matter and long contract cycle. The company has high requirements for manufacturing equipment, processing equipment, test and testing equipment. The purchase of raw materials and daily production and operation need to occupy a lot of working capital. Under the new situation of “double carbon” strategy leading green development, wind power generation, rail transit, shipbuilding, aerospace, building energy conservation and other fields will usher in vigorous development opportunities. In order to seize the development opportunities, the company’s business continues to expand, which may lead to a shortage of working capital and face a certain amount of capital pressure. (II) purpose of issuing shares to specific objects
1. Jucheng intelligent machinery partnership (limited partnership) (hereinafter referred to as “Jucheng intelligent”) in Quanzhou Taiwan investment zone will become the controlling shareholder of the company and help the steady development of the company’s business
Before this offering, the company had no controlling shareholder or actual controller. After the completion of this offering, Jucheng intelligence will become the controlling shareholder of the company and will make full use of its own capital and resource advantages to effectively integrate resources and promote the long-term sustainable and healthy development of the company.
2. Enhance the company’s financial strength, grasp the development opportunities of the industry and support the company’s strategic development
The company has accumulated profound technical strength for a long time and continuously improved its R & D efforts. Since its establishment, the company has been committed to becoming a leading professional manufacturer of polymer foam materials in China. In recent years, the business scale and market influence of the company have been expanding, and the company has steadily moved towards its strategic goal.
In the future, the company will take “technology leading” and “innovation driven” as the core, and upgrade from traditional R & D and manufacturing of new materials to modern intelligent manufacturing and services. Strengthen High-Performance Lightweight Technology, vigorously develop intelligent products, take new urban rail and new energy transportation as the core market orientation, and gradually realize the strategic leap from industrial material products to intelligent manufacturing.
By issuing shares to specific objects this time, the company can further expand its capital strength, continue to invest in R & D in emerging technology fields, layout innovative product technologies, and enhance its anti risk ability, so as to cope with the change of industry pattern and grasp the opportunities of industry development.
3. Optimize the capital structure and improve the ability to resist risks
By issuing shares to specific objects this time, the company’s asset liability ratio will decline, its solvency will be improved, and its capital strength and anti risk ability will be further enhanced. At the same time, replenishing working capital can reduce the company’s short-term loan demand, so as to reduce financial expenses, reduce financial risks and operating pressure, further improve the company’s profitability and enhance the company’s long-term sustainable development ability. 2、 The necessity of this issuance of securities and its variety selection
(I) types of securities issued this time
The type of securities issued by the company this time is to issue shares to specific objects. The type of shares issued is domestic listed RMB common shares (A shares), with a par value of RMB 1.00/share.
(II) necessity of this securities issuance
1. Jucheng intelligent becomes the controlling shareholder to ensure the long-term sustainable and stable development of the company
Jucheng intelligent will become the controlling shareholder of the company after subscribing for the shares issued to specific objects. It will make full use of the advantages of funds and resources to support the business development of listed companies. It will also make full use of the platform of listed companies to effectively integrate resources, give full play to its own advantages, improve the asset quality and profitability of listed companies, enhance the value of listed companies, and strive to serve the majority of shareholders In particular, minority shareholders bring more generous returns.
2. Meet the capital needs of the company’s business layout and improve the company’s profitability and financial situation
The company’s polymer foam materials have successfully entered the fields of wind power generation, rail transit, shipbuilding, aerospace, building energy conservation and so on. The company’s demand for working capital in future market development, R & D investment, daily operation and other links will further expand. The net funds raised this time will be used to supplement the working capital, so as to realize the in-depth layout of the company in the field of polymer foam materials, improve the industry status and core competitiveness of the company, and ensure the sustainable development of the company. At the same time, the fund raised this time will alleviate the capital pressure of the company, optimize the capital structure, reduce financial expenses, reduce the level of financial leverage, and ensure the capital demand for the long-term development of the company. 3、 Appropriateness of the selection scope, quantity and standard of the issuing object
(I) selection scope of issuing objects
According to the proposal on the company’s plan for issuing shares to specific objects (Revised Draft) deliberated and adopted at the 13th meeting of the Fifth Board of directors of the company, the issuing object of issuing shares to specific objects is Jucheng intelligence.
The selection scope of this offering object complies with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the selection scope is appropriate.
(II) appropriateness of the number of objects of this issuance
The issuing object of the shares issued this time is Jucheng intelligence, which complies with the provisions of relevant laws and regulations. Jucheng intelligence subscribes the shares issued this time in cash.
The number of objects to be issued this time complies with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the number of objects to be issued is appropriate.
The issuing object of this stock issue is Jucheng intelligence, which has certain risk identification ability and risk-taking ability, and has corresponding capital strength.
The standards of the objects of this offering comply with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the standards of the objects of this offering are appropriate. 4、 Rationality of the pricing principles, basis, methods and procedures of this offering
(I) pricing principle of this offering
The pricing benchmark date of this issuance is the announcement date of the resolution of the 13th meeting of the Fifth Board of directors. The total stock price of the company is not lower than the benchmark stock price 20 days before the benchmark trading day, and the average price of the shares issued to the company 20 trading days before the benchmark trading day is 56.80% (the average price of the shares 20 trading days before the benchmark trading day).
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the quantity and price of this issuance to specific objects will be adjusted accordingly. The adjustment method of issuing price is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
If the relevant laws, regulations and normative documents or the regulatory review policies of the CSRC and the stock exchange on the issuance of A-Shares to specific objects have other different requirements on the issue price, pricing method and other matters, then the matters related to this issuance shall be implemented in accordance with these requirements.
(II) pricing method and procedure of this offering
The pricing methods and procedures of this issuance of shares were reviewed and approved by the board of directors in accordance with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the relevant announcements were disclosed on the trading website and the designated information disclosure media. At the same time, the company will hold a general meeting of shareholders to consider matters related to the issuance. The issuance can only be implemented after the approval of the general meeting of shareholders, the approval of Shenzhen Stock Exchange and the consent of China Securities Regulatory Commission.
The pricing methods and procedures of this offering comply with the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and the pricing methods and procedures of this offering are reasonable.
To sum up, the principles, basis, methods and procedures for pricing this offering are in line with the requirements of relevant laws and regulations, and the compliance is reasonable. 5、 Feasibility of this issuance method
(I) the issuance method is legal and compliant
1. This issuance meets the issuance conditions stipulated in the securities law
This offering complies with the relevant provisions of Article 9 of the Securities Law: the issuance of securities to specific objects shall not be made by means of advertising, public persuasion or disguised disclosure.
This offering complies with the relevant provisions of Article 12 of the Securities Law: when issuing new shares, a listed company shall meet the conditions specified by the securities regulatory authority under the State Council approved by the State Council. The specific management measures shall be formulated by the securities regulatory authority under the State Council.
2. The company is not allowed to issue shares to specific objects as stipulated in Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
(1) Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(2) The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The last year’s financial and accounting report has been issued with qualified audit report, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. Except that this issuance involves major asset restructuring;
(3) The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
(4) Listed companies and their current directors, supervisors and senior managers are being investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations;
(5) The controlling shareholders and actual controllers have committed major illegal acts that have seriously damaged the interests of listed companies or the legitimate rights and interests of investors in the past three years;
(6) In the past three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
3. The use of the raised funds of the company complies with the relevant provisions of Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation):
(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; (2) Except for financial enterprises, the funds raised this time shall not be used for holding financial investment, and shall not be directly or indirectly invested in companies whose main business is trading securities;
(3) After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
3. This offering complies with the relevant provisions of the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised):
(1) A listed company shall comprehensively consider the existing monetary capital, asset liability structure, business scale and change trend, and future working capital demand, and reasonably determine the scale of the raised funds used to supplement working capital and repay debts. Where funds are raised through allotment of shares, issuance of preferred shares or non-public issuance of shares to which the board of directors determines the issuing object, all the raised funds may be used to supplement working capital and repay debts. Where funds are raised through other means, the proportion used to supplement working capital and repay debts shall not exceed 30% of the total amount of funds raised; For enterprises with the characteristics of light assets and high R & D investment, if the supplement of working capital and debt repayment exceed the above proportion, their rationality shall be fully demonstrated.
(2) If a listed company applies to issue shares to a specific object, the number of shares to be issued shall not exceed 30% of the total share capital before this issuance in principle.
(3) If a listed company applies for additional issuance, allotment of shares or issuance of shares to specific objects, in principle, the resolution date of the board of directors of this issuance shall not be less than 18 months from the arrival date of the previously raised funds. If the previous raised funds are basically used up or the investment direction of the raised funds has not been changed and invested as planned, the above restrictions may not apply, but the corresponding interval shall not be less than 6 months in principle. The previously raised funds include initial public offering, additional issuance, allotment of shares and issuance of shares to specific objects. The provisions of this article shall not apply to the issuance of convertible bonds, preferred shares and small and rapid financing on the gem by listed companies. (4) When a listed company applies for refinancing, except for financial enterprises, in principle, there shall be no trading financial assets and financial assets available for sale, loans to others, entrusted financial management and other financial investments with large amount and long term at the end of the latest period.
To sum up, the company complies with the relevant provisions of relevant laws and regulations such as the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and there is no situation that it is not allowed to issue shares to specific objects. The issuance method also meets the requirements of relevant laws and regulations, and the issuance method is legal, compliant and feasible.
