Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
Verification opinions (Revised Version) on Relevant Issues of the examination and inquiry letter on the application of Tianjin Rianlon Corporation(300596) new materials Co., Ltd. for issuing shares and paying cash to purchase assets and raise supporting funds (Shenzhen Stock Exchange):
Rianlon Corporation(300596) (hereinafter referred to as "company", "listed company" or " Rianlon Corporation(300596) ") received the examination and inquiry letter on Rianlon Corporation(300596) application for issuing shares and paying cash to purchase assets and raise supporting funds (examination and inquiry letter [2021] No. 030015) (hereinafter referred to as "examination and inquiry letter") issued by your exchange on June 25, 2021. According to the relevant requirements of your inquiry letter, Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as "independent financial consultant") has carefully analyzed and verified the relevant issues, as follows:
Unless otherwise specified, the abbreviations or terms in this verification opinion have the same meanings as those in the report on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise matching funds (Registration draft) (Revised) (hereinafter referred to as the "restructuring report"). If the total amount in any table in this verification opinion is inconsistent with the sum or product of the values listed in the table, it is caused by rounding unless otherwise specified. The font of this verification opinion represents the following meanings:
Review the questions listed in the inquiry letter in bold
Reply to the questions listed in the audit inquiry letter
Supplementary disclosure or modification of the restructuring report in italics and bold
catalogue
Question 1 3 question 2 10 question 3 15 question 4 40 question 5 48 question 6 62 question 7 71 question 8 78 question 9 81 question 10 122 question 11 127 question 12 one hundred and twenty-nine
Question 1
The application documents show that: (1) the main business of listed companies is the research, production, marketing and technical services of anti-aging additives for polymer materials, and the product lines include antioxidants and light stabilizers. (2) The acquisition of Jinzhou Kangtai lubricating oil additives Co., Ltd. (hereinafter referred to as the target company or Kangtai shares) is mainly engaged in the production and sales of lubricating oil additives; (3) Antioxidant is one of the raw materials of the target company. The relationship between the target company and the listed company is upstream and downstream of the industry.
The listed company is requested to further disclose the basis and sufficiency of judging the upstream and downstream relationship between the target company and the listed company, and whether this transaction complies with the relevant provisions of Article 7 of the reorganization review rules.
The independent financial advisor is requested to check the above issues and express clear opinions in accordance with the requirements of the business guidelines for the review of gem issuance and listing No. 2 - review standards for major asset restructuring of listed companies.
reply:
1、 The production, application, historical procurement and sales of products between the listed company and the target company, and further disclose the basis and sufficiency for judging the upstream and downstream relationship between the target company and the listed company
The listed company has made supplementary disclosure in the reorganization report "section 8 and 14. This transaction complies with the relevant provisions of Article 7 of the reorganization review rules", as follows:
"XIV. This transaction complies with the relevant provisions of Article 7 of the reorganization review rules
……
(II) the target company and the listed company are in the upstream and downstream of the industry
Rianlon Corporation(300596) main business is polymer materials anti-aging technology and product development, production and sales, the main products are antioxidants, light stabilizers and provide one-stop U-pack products to solve the problem of anti-aging materials, belonging to the fine chemical industry. According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, Rianlon Corporation(300596) belongs to the manufacturing industry of chemical raw materials and chemical products (Industry Code: C26); According to the industrial classification of national economy (GB / t47542017), Rianlon Corporation(300596) belongs to the manufacturing of chemical reagents and additives (Industry Code: c2661).
The main business of the target company is the R & D, production, sales and service of lubricating oil additives, which belongs to the fine chemical industry. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the target company belongs to the manufacturing industry of chemical raw materials and chemical products (Industry Code: C26); According to the industrial classification of national economy (GB / t47542017), the industry of the subject company belongs to the manufacturing of special chemical products (Industry Code: c2662).
Both listed companies and target companies belong to the fine chemical industry, and their main products can be summarized as single agent and compound agent. The production processes of the listed company and the target company's products are based on the operation of organic chemical reaction and refining units such as flash, distillation and filtration. Each reaction unit, solvent distillation unit, product refining unit, process control and operation and maintenance of each device are based on the same DCS logic control system and design concept. In the production process, from raw materials to intermediate process control, and then to finished product quality control, all kinds of analysis and testing technologies and safety technologies are similar. The high-efficiency liquid amine and phenolic antioxidants of the listed company are applied in the field of lubricating oil with the products of the target company. The application technology of single agent is connected with the formula design principle of compound agent. Based on the working conditions of lubricating oil and the special needs of customers, the organic combination of each component is used to obtain the performance efficiency of the final product. Therefore, listed companies and target companies have synergistic effects in production process, technology, equipment, control, product application and so on.
1. Production and application of products of listed companies
Since its establishment, Rianlon Corporation(300596) is mainly engaged in R & D, production and sales of anti-aging technology and products of polymer materials. After more than 10 years of intensive cultivation and accumulation, the product line has covered U-pack products including antioxidants, light stabilizers and one-stop solutions for materials. The company's products are widely used in plastics, coatings, rubber, chemical fibers, adhesives and other kinds of polymer materials. At the same time, the company's products can be used in lubricating oil additives and finally applied in the field of lubricating oil.
The company's customers include many world-famous polymer material manufacturing enterprises such as BASF, Ashtar, Langsheng, kostron, Henkel, DSM, PPG, DuPont, LG Chemical, Samsung Group, Mitsubishi engineering plastics, Fuji group, Asahi chemical, Kansai coating, Sinopec, PetroChina, Kingfa Sci.& Tech.Co.Ltd(600143) , Wanhua Chemical Group Co.Ltd(600309) , Huafeng Group and so on.
2. Production and application of the target company's products
The main business of the target company is the R & D, production, sales and service of lubricating oil additives, and provides customers with convenient integrated application solutions of additives. The main products of the target company are lubricating oil additives, including single agent and composite agent products. Single agent refers to additive products with single characteristics, such as detergent, dispersant, antioxidant and anti-corrosion agent, tackifier, etc; Compound agent refers to a product with multiple characteristics by mixing several single agents in a certain proportion, such as internal combustion engine oil compound agent, gear oil compound agent and hydraulic oil compound agent.
As an essential functional component in the production process of lubricating materials, lubricating oil additives are not only the main way to improve the quality of lubricating materials and enrich the varieties of lubricating materials, but also an important means to improve the performance of lubricating materials, save energy and reduce environmental pollution. The quality of lubricating oil additives and the addition scheme often determine the final performance of lubricating materials.
It can be widely used in various fields of national engineering, aviation, transportation and other special machinery companies. During the reporting period, the products of the subject company were mainly used in the lubrication of vehicle engines (including internal combustion engines, LNG, CNG and electric vehicles), railway locomotive and ship engines, metallurgical industry lubrication, mining machinery lubrication, anti rust lubrication and maintenance of mechanical equipment, environmental protection special industrial lubrication, automation machinery and metal processing lubrication, guide rail oil and hydraulic oil power transmission lubrication Transformer insulation, heat dissipation and medium lubrication in UHV project.
3. Historical procurement and sales of listed companies and target companies
Antioxidant is one of the essential raw materials of the target company. During the reporting period, the antioxidants purchased by the target company from Rianlon Corporation(300596) are mainly used for the production of internal combustion engine oil compound, hydraulic oil compound, industrial oil compound, etc., mainly for enhancing the antioxidant performance of compound products, and a small amount for external sales. During the reporting period, the amount of antioxidants purchased by the target company from Rianlon Corporation(300596) was 4.2541 million yuan and 4.6312 million yuan respectively, of which the amount used for product production was 4.1417 million yuan and 4.1944 million yuan respectively, accounting for 97.36% and 90.57%. During the reporting period, the amount of antioxidants purchased by the target company from other suppliers was 119858 million yuan and 229663 million yuan respectively. After the completion of this transaction, the target company will become the holding subsidiary of the listed company. The target company can increase the procurement of antioxidants from the listed company instead of other suppliers of the same type of antioxidants. In the future, with the improvement of emission standards and oil grade, the oil change cycle will be longer, and the demand of environmental friendly ashless antioxidants in the field of lubricating oil will increase significantly. It is expected that the demand of the target company for Rianlon Corporation(300596) antioxidant products will further increase in the future. In 2021, the target company sold antioxidant and sealant to Rianlon Corporation(300596) Supply Chain Management Co., Ltd., a wholly-owned subsidiary of Rianlon Corporation(300596) in the amount of 5.6185 million yuan, mainly because the target company has procurement channels to assist Rianlon Corporation(300596) in purchasing some products from abroad.
In conclusion, the target company purchases antioxidants from Rianlon Corporation(300596) mainly for the production of composite agents. The Rianlon Corporation(300596) antioxidant products belong to the production raw materials of the target company. With the improvement of emission standards and oil grade, the demand for antioxidant performance will further expand. It is expected that the future target company will purchase Rianlon Corporation(300596) antioxidant products. Therefore, the target company is a Rianlon Corporation(300596) downstream enterprise, and the relationship between the listed company and the target company is upstream and downstream of the industry. "
2、 Whether the transaction complies with the relevant provisions of Article 7 of the reorganization review rules
The listed company has made supplementary disclosure in the reorganization report "section 8 and 14. This transaction complies with the relevant provisions of Article 7 of the reorganization review rules", as follows:
"According to Article 7 of the reorganization review rules," if a listed company implements major asset reorganization or issues shares to purchase assets, the industry of the underlying assets shall meet the positioning of the gem, or be in the same industry or upstream and downstream with the listed company.
(I) the industry of the target company meets the positioning of gem
The target company is mainly engaged in the R & D, production, sales and service of lubricating oil additives. According to the guidelines for Industry Classification of listed companies (revised in 2012) of the CSRC, the industry of the subject company belongs to the manufacturing industry of chemical raw materials and chemical products (Industry Code: C26); According to the industrial classification of national economy (GB / t47542017), the company belongs to the manufacturing of special chemical products (Industry Code: c2662).
The industry of the target company does not belong to the industry listed in Article 4 of the Interim Provisions on the issuance and listing of enterprises on the gem of Shenzhen Stock Exchange, which does not support its application for issuance and listing on the gem "Agriculture, forestry, animal husbandry and fishery; mining industry; wine, beverage and refined tea manufacturing industry; textile industry; ferrous metal smelting and rolling processing industry; power, heat, gas and water production and supply industry; construction industry; transportation, storage and postal industry; accommodation and catering industry; finance industry; real estate industry; resident service, repair and other services".
1. Innovation, creativity and creative characteristics of the target company
The main business of the target company is the R & D, production, sales and service of lubricating oil additives, and provides customers with convenient integrated application solutions of additives. The target company has relatively complete production equipment and production technology. With its technical and product advantages, it has developed into a leading supplier of lubricating oil additives in China. The target company has been focusing on the field of lubricating oil additives for many years, and has established a technology R & D organization in line with its own situation and industry characteristics. It adheres to paying equal attention to product development and technology accumulation and is demand-oriented. As of December 31, 2021, the target company has 58 R & D personnel, accounting for 15.80% of the total, including 5 core technicians. On the basis of long-term research and practical exploration, the target company has formed new production and manufacturing technologies and processes through independent research and development, continuous improvement and innovation, and continuously improved its technical level and independent innovation ability. The overall technical level of the target company is in the forefront of the industry, and has formed a "high-quality calcium sulfonate detergent production technology" There are 12 core technologies and 15 invention patents, including "production technology of magnesium alkylbenzene sulfonate synthesized by ultra-high base value", "synthesis technology of dialkybenzene" and "heavy alkylbenzene sulfonation technology". A number of core technologies and reserve technologies are protected through proprietary technology. The target company continues to optimize the production process on the basis of self-developed technology, The quality of calcium dialkylbenzenesulfonate detergent products with low base value and polyisobutylene succinimide ashless dispersant products is in the forefront of the same industry in China, and some products have reached the advanced level at home and abroad.
The lubricant additive industry is a technology intensive industry with wide application scenarios and a wide variety of subdivided products. As a technology intensive product, lubricating oil additive is a mixture of complex compounds. Through the comprehensive effect of complex chemical synthesis and formula technology, it can endow the final product with functional properties such as cleanliness, dispersion, sealing, oxygen resistance, cooling and rust prevention. With the increasing requirements of various industrial and civil application scenarios, the lubricating oil additive industry needs enterprises to carry out continuous and targeted R & D and technological innovation for application scenarios and specific customers, and develop new products and technologies to achieve customer enterprise access or access to various industry new standards. Unique product formula, mature production technology and the accumulation of application experience in downstream industries are the foundation for the survival and development of enterprises. Enterprises lacking R & D reserves and imperfect R & D system are difficult to meet the current progressive market segments. Therefore, the main participants in the middle and high-end market in the industry have strong product R & D capacity, a large number of technical reserves and production process accumulation.
With the development of engine technology and the implementation of strict national VI standard, lubricating oil must meet the requirements of engine hardware design of low exhaust emission standard to realize development
