Securities abbreviation: Xi'An Triangle Defense Co.Ltd(300775) securities code: 300775 bonds abbreviation: triangular convertible bonds bond Code: 123114 Xi'An Triangle Defense Co.Ltd(300775)
Demonstration and analysis report on the scheme of issuing shares to specific objects and listing on GEM
February, 2002
Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as " Xi'An Triangle Defense Co.Ltd(300775) " or "company") is a company listed on the gem of Shenzhen Stock Exchange. In order to meet the needs of the company's business development, expand the company's business scale and further enhance the company's capital strength and profitability, 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 and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") and the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) (hereinafter referred to as the "implementation rules") and the provisions of relevant laws, regulations and normative documents such as the issuance supervision Q & A - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised) (hereinafter referred to as the "supervision Q & a"), The company has prepared the demonstration and analysis report on the scheme of issuing shares to specific objects and listing on the gem (hereinafter referred to as "this issuance"), and the specific conditions are as follows: I. background and purpose of this issuance to specific objects
(I) background of this issuance of shares to specific objects
1. During the 14th Five Year Plan period, China's demand for military and civilian aircraft increased, and the aviation industry ushered in an opportunity for vigorous development
Aviation industry is one of the strategic industries related to national defense security and the lifeline of the national economy. It is also the concentrated embodiment and important symbol of the country's comprehensive national strength. Given that the tension around China has become the new normal, China's demand for a new generation of advanced fighters is becoming more and more urgent. At present, it is in the climbing stage. According to world air forces 2021 released by international aviation, by the end of 2020, there were only 19 fourth generation aircraft in service in China (accounting for 2%), and the delivered quantity of advanced fighters accounted for a relatively small proportion, and the assembly of advanced fighters is expected to accelerate. According to the Research Report "depth of advanced fighter industry chain: the acceleration of advanced fighter train loading is the most prosperous direction of aviation equipment, and the industry chain continues to show high performance growth", it is estimated that the number of Chinese fighters and the proportion of fourth generation aircraft can reach the current level of the United States at the end of the 14th five year plan. According to the construction of a weapons and equipment system with fourth generation aircraft as the backbone and third generation aircraft as the main body, It is estimated that about 300-400 new generation machines will be added in the 14th Five Year Plan period, and the market space of the 4th generation machines in the 14th Five Year Plan period will reach more than 225 billion yuan. Therefore, in the context of national defense security and the surrounding situation, China's military aviation manufacturing industry will accelerate its development during the 14th Five Year Plan period.
According to the annual report released by COMAC, the number of commercial aircrafts in the Chinese market will increase from about US $2039-21 trillion in 2020, accounting for about 25.2% of the global market. According to the 14th five year plan for national economic and social development of the people's Republic of China and the outline of long-term goals for 2035, it is clear that China will focus on promoting the demonstration operation of C919 large passenger aircraft and the seriation development of ARJ21 regional passenger aircraft. In March 2021, the purchase order contracts for the first five C919 aircraft were officially signed, marking that the aircraft is about to enter the commercial operation stage. The director of the Marketing Committee of COMAC said that there have been 815 confirmed orders and intended orders for C919 aircraft, and the confirmed orders will be implemented in succession. In recent years, China's regional fleet has gradually formed a state in which ARJ21-700 and crj900 aircraft are the main models of turbofan regional airliners. With the signing of the agreement on the purchase of ARJ21-700 aircraft by China's three major airlines and the delivery of the first aircraft, the proportion of ARJ21-700 aircraft in China's regional fleet will continue to increase. Therefore, under the background of strong demand in China's civil aviation market, China's civil aviation manufacturing industry will usher in a vigorous development opportunity.
2. The aviation industry has formed a development pattern of "small core and large cooperation". It has become the development trend of the industry for private enterprises to establish the whole process supporting relationship of "forging production - parts processing - component assembly"
China's aviation industry chain is dominated by subordinate main engine factories such as China Aviation Industry Group Co., Ltd. (hereinafter referred to as "aviation industry group"), and the supporting units are mainly subordinate units of aviation industry group and supplemented by some private enterprises, forming a development pattern of "small core and large cooperation". According to the 2020 aviation parts industry research report released by Orient Securities Company Limited(600958) , under the guidance of the development idea of "small core and large cooperation" of aviation industry group, with the improvement of product standardization and scale requirements, the supporting of middle and upstream parts has gradually shifted from internal supporting to external cooperation. On the one hand, in the past, the production of structural parts, parts and even more upstream forged castings was mainly carried out by the internal factories of the main engine plant system. With the continuous expansion of the scale of the commercial aviation industry, the sensitivity of large-scale production in the modern aviation industry to cost and efficiency has increased, In the past, the supporting forms of parts independently undertaken by major main engine manufacturers have been unable to adapt to the development trend of specialization and standardization. On the other hand, the industrialization of domestic large aircraft will bring a new trillion scale market. Under the expectation of substantial expansion of supporting demand in the future, many subdivided fields will have the basis of industrialization, gradually change from the previous semi R & D production mode to modern flow production, and form a series of product type spectrum. In this context, when the external cooperation reaches the ideal state, the main engine factory will theoretically only retain the three core links of design, final assembly and flight test, and more supporting needs will gradually spread from the inside. The aviation parts business will be subcontracted in the form of external cooperation and handed over to specialized enterprises outside the system. The establishment of the whole process supporting relationship of "forging production, parts processing and component assembly" by private enterprises has become an ongoing industry development trend.
3. The commercial rocket market has a broad space and the downstream demand increases rapidly
Aerospace industry is one of the most challenging and widely driven high-tech fields in the world. It is the concentrated embodiment and important symbol of the country's comprehensive national strength. It is an important part of the country's strategic emerging industry and advanced manufacturing industry. As the largest number of space vehicles, the application of satellites is no longer limited to military needs, and the direction is increasing. The continuous integration of industrial and consumer applications has brought greater demand for satellites. The new aerospace market has bred 11 satellite application directions, including data communication, radio and television, education and training, emergency management, land remote sensing observation and ocean monitoring. Among them, communication satellites, navigation satellites and remote sensing satellites are the most widely used. Pan Jun, Secretary General of the science and Technology Commission of the eighth Academy of China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd., said at the commercial aerospace industry (International) forum of the China Aerospace Congress that it is conservatively estimated that the launch demand of China's commercial small satellites will exceed 4000 in the next 5-10 years.
At the same time, the global LEO satellite has become a battle field for large countries, and space resources have great economic and military value. It is very necessary to establish an autonomous and controllable LEO satellite communication network. In April 2020, Satellite Internet was designated as one of the "new infrastructure" information infrastructures by the national development and Reform Commission. In April 2021, China Spacesat Co.Ltd(600118) network group was established in accordance with the new infrastructure planning. With the listing of satellite network group, China Spacesat Co.Ltd(600118) Internet construction is expected to enter the accelerated landing period, and the whole Chinese industry chain is expected to accelerate to usher in the incremental period.
Correspondingly, as a carrier of satellites, the contradiction between supply and demand of China's rocket transport capacity is prominent, and the demand gap is obvious. There are "many satellites and few arrows" and "there are satellites but no arrows". With the increasing size of the Internet constellation, the demand for rocket launch and the demand for rocket body structure are also rising.
(II) purpose of issuing shares to specific objects
1. Expand the production capacity of small and medium-sized forgings of the company to meet the needs of diversified market demand
Relying on the company's core equipment of 400mn die forging hydraulic press, the company's main products are large die forgings used in the new generation of fighters, new generation of transport aircraft, new generation of helicopters and aeroengines. Due to the lack of site, equipment and production capacity, the company's existing production line has limited capacity to undertake small and medium-sized forgings. Aviation forging products have the characteristics of small batch, multi variety and multi specification. With the continuous expansion of aviation and other military products market, high-end civil products market and foreign trade market, the structural parts of small and medium-sized aircraft also have a broad market space. The deepening and upgrading project of aviation precision die forging industry is of great significance to promote the company to expand the market of small and medium-sized forgings. With the investment of high-end equipment, the production capacity of small and medium-sized forgings of the company will be effectively improved, so that the company has the ability to undertake various businesses such as cross industry, multi specification, large, medium and small batch, and widely meet the different needs of customers, So as to meet the needs of the company's long-term development.
Aeroengine blade is a key component of aeroengine, accounting for more than 30% of the workload of engine manufacturing. Due to the promotion of the national "two aircraft special projects" and the needs of the strategic development of aeroengine industry, the R & D projects of high-performance advanced engines and new civil aeroengines in China are increasing day by day, and there are rapid development opportunities in the field of blade processing. Blade is the core component of turbofan engine. At present, the company's aeroengine and gas turbine disc products mainly include the front journal, fan disc, compressor disc, fairing, turbine shaft, low-pressure turbine disc, high-pressure turbine disc, cone shaft and other disc forgings of aeroengine or gas turbine. The company plans to improve the company's large-scale production capacity from many aspects and expand the company's aeroengine product line. After the completion of the precision forging project of Aeroengine Blades, it can meet the market demand brought by the sustainable development of China's aviation strength, improve the profitability of the company, further promote the industrial upgrading of China's aviation industry and make up for the lack of technology of China's engine parts. 3. Form aviation digital integration capability and further extend the industrial chain
As the main supplier of large forgings for China aviation, the company has provided more than 10 self-developed key models of large and important bearing forgings, such as China's new generation strategic military large transport aircraft, new generation fighter aircraft and Jiaolong 600 amphibious large aircraft. The company has accumulated rich research achievements and technical reserves in the aviation forging product manufacturing industry, and the technical level is a leading advantage in the industry. At the same time, the company is building the "intelligent interconnected manufacturing base project of advanced aviation parts" to build the finishing capacity of aviation parts, make full use of intelligent interconnected manufacturing technology, extend the industrial chain, and promote the delivery of forgings from blank state to rough machining state and the transformation to fine machining state. After the completion of the aviation digital integration center project, the company will further extend the industrial chain, open up the whole process production capacity of "forging production - parts processing - component assembly", further expand production capacity, optimize product structure, enrich product types, and provide customers with key, important and high value-added products, so as to enhance the company's core competitiveness, Consolidate the position of the company in the industry, improve the profitability of the company and realize the long-term sustainable development of the company.
4. Layout the rapidly growing aerospace equipment market and meet the needs of diversified business development
As China's space launch technology matures, the demand for space launch will be greater. On the demand side of the satellite, the 14th five-year plan is the burst period of China Spacesat Co.Ltd(600118) launch. Small satellite constellations such as space Internet and commercial remote sensing have started networking, and the scale of satellite launch market will expand sharply. In terms of rocket supply, there is a large gap in satellite launch at present. As the most efficient carrier, medium and large liquid rockets will face a surge in demand. By implementing the intelligent manufacturing project of aerospace rocket body structure, the company will build a private Aerospace rocket body production line to make up for the current shortage of rocket supply, seize the first mover advantage in the market, reduce rocket production costs and promote the accelerated development of commercial aerospace industry through mass and standardized production. Through the layout of the rapidly developing aerospace equipment manufacturing market of the project, the company realizes the diversified development of business and improves the income scale and core competitiveness of the company.
5. Go deep into the aviation manufacturing value chain to meet the needs of aviation parts processing capacity
With the continuous growth of the output of a new generation of domestic military, civil aircraft and aeroengines, the main engine factory has basically changed to the mode of "supply chain management + assembly integration". For supporting suppliers, forgings are basically required to change from the current blank state to the processed or part delivery state with higher added value. The company's convertible corporate bonds have been invested in the construction of "advanced aviation parts intelligent interconnection manufacturing base project", with a total investment of 1.28 billion yuan. The net capital raised through the issuance of convertible bonds is 893 million yuan, and there is still a certain capital gap. In order to ensure the smooth implementation of the project, it is necessary to raise funds to fill the capital gap.
6. Increase and supplement working capital to meet the needs of the company to realize its development strategy
Due to the continuous development of the company's business and the large-scale demand for the company's products from customer mainframe factories, the company's purchase of raw materials has increased significantly, resulting in a significant increase in the amount of cash outflow of the company. At the same time, the company's customers are increasingly using commercial acceptance bills to settle the payment with the company, resulting in a long payment collection cycle, which affects the scale of the company's cash inflow. With the continuous increase of the company's business, the company's liquidity gap will continue to increase. Therefore, the company needs to supplement a certain scale of liquidity to ensure the normal working capital of the company and the smooth implementation of business development strategy. 2、 The necessity of this issuance of securities and its variety selection
(I) types of securities to be 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 to specific objects this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(II) necessity of using the raised funds
1. Meet the capital needs of the investment project with the raised funds
It is estimated that the total amount of funds raised from the issuance of shares to specific objects will not exceed 3127.24 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used for the deepening and upgrading project of aviation precision die forging industry, precision forging project of Aeroengine Blades, Aviation Digital Integration Center project, intelligent manufacturing project of aerospace rocket structure Advanced aviation parts intelligent interconnection manufacturing base project and supplementary working capital. The investment amount of the project invested by the raised funds of the company is large, and the company's own funds are difficult to meet the capital needs of the project construction. Therefore, the company needs to support the project construction through external financing.
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