Dongxing Securities Corporation Limited(601198)
About Xinxiang Richful Lube Additive Co.Ltd(300910)
Verification opinions on using some over raised funds to invest in the construction of lubricating oil additive series products with an annual output of 150000 tons
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) " and "sponsor") as a sponsor of Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as " Xinxiang Richful Lube Additive Co.Ltd(300910) ", "company" and "issuer") for initial public offering of shares and listing on the gem, in accordance with the measures for the Administration of securities issuance and listing sponsor business The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules and business rules have conducted due diligence on the use plan of Xinxiang Richful Lube Additive Co.Ltd(300910) over raised funds, And issue this verification opinion. The specific verification conditions are as follows:
1、 Basic information of raised funds
Approved by the China Securities Regulatory Commission on Approving the registration of Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering (CSRC license [2020] No. 2396) agreed to register. The company publicly issued 37.5 million A-Shares to the public at an issue price of 30.26 yuan per share, raising a total of 1134.75 million yuan. After deducting the issuance expenses, the net fund raised by the company this time was 1041.8336 million yuan and the over raised fund was 701.8336 million yuan.
The raised funds have been fully paid on November 24, 2020. The above raised funds have been verified by Zhonghui Certified Public Accountants (special general partnership) (hereinafter referred to as "Zhonghui certified public accountants") and issued the capital verification report [2020] No. 6638, and all have been deposited in the special account for the management of raised funds. The company has stored the raised funds in a special account.
2、 Use of raised funds
According to the company's prospectus on Xinxiang Richful Lube Additive Co.Ltd(300910) initial public offering and listing on GEM, the investment projects and use plans of the funds raised by the company's initial public offering are as follows:
No. the total investment of the project for the use of raised funds is planned to be used
Capital investment
1. The project with an annual output of 60000 tons of lubricating oil additive single agent products and 12800 tons of compound 3422434000 mixture products
On December 8, 2020, the company held the 10th meeting of the 2nd board of directors and the 5th meeting of the 2nd board of supervisors, deliberated and adopted the proposal on using raised funds to replace self raised funds and paid issuance expenses of pre invested projects, and agreed to use the raised funds to replace the pre invested self raised funds of RMB 16.0431 million, Among them, the cost of raising investment projects in advance is 11.1427 million yuan and the issue cost paid in advance is 4.904 million yuan; The proposal on using part of the over raised funds to permanently supplement the working capital was reviewed and approved, and the company was approved to use the over raised funds of 210 million yuan to permanently supplement the working capital; The proposal on using part of the over raised funds to build the lubricating oil additive research center and the technical transformation project of 15200 tons of lubricating oil additive series products was reviewed and approved, and the company was agreed to use part of the over raised funds to build the lubricating oil additive research center and the technical transformation project of 15200 tons of lubricating oil additive series products. The above matters have been deliberated and approved by the third extraordinary general meeting of shareholders in 2020 held on December 25, 2020.
The company held the 10th meeting of the second board of directors and the 5th meeting of the second board of supervisors on December 8, 2020, deliberated and adopted the proposal on capital increase to subsidiaries with raised funds, agreed to the company's use of raised funds to increase capital to subsidiaries, and the independent directors issued their consent opinions.
In conclusion, according to the company's prospectus and relevant contents reviewed and disclosed after listing, as of the date of issuance of this verification opinion, the basic information of the company's investment projects with raised funds is as follows:
Unit: 10000 yuan
No. the raised funds use the total investment of the project. It is planned to use the funds raised during the original planned construction period
Committed investment projects
1. Annual output of 60000 tons of lubricating oil additives, single agent production of 342240034000.0024 months and 12800 tons of compound agent products
Investment direction of over raised funds
1 lubricating oil additive research center project 13500.0013000.0012 months
2. The annual output of 15200 tons of lubricating oil additives is a 3500.003500.0012-month product technical transformation project
3. Part of the over raised funds will permanently supplement the working capital 21000.0021000.00-rmb
Subtotal 38000.0037500.00
Total 72224.0071500.00
Note: the over raised capital of the company for which no purpose has been set is 326833600 yuan. As of December 21, 2021, The balance of the company's over raised funds account is 336.1065 million yuan (including investment income from purchasing financial products, bank interest and deducting bank handling fees), of which the regular balance is 300 million yuan (due on December 30, 2021); the current balance is 36.1065 million yuan. According to the company's development plan and actual production and operation needs, the company plans to use part of the over raised funds of 200 million yuan to invest in the construction of a series of products with an annual output of 150000 tons of lubricating oil additives, and the rest will be solved by the company's own funds or through other financing methods.
3、 Investment in new projects with over raised funds this time
(i) Project overview
The company plans to use part of the over raised funds to invest in the "series of lubricating oil additives with an annual output of 150000 tons", as follows:
Unit: 10000 yuan
No. the total investment of the project using the over raised funds is planned to exceed the construction period
Fund raising amount
1. The annual output of 150000 tons of lubricating oil additive series products project is 100000.0020000.0024 months
Approval, approval or filing of the above projects
No. project filing and environmental protection approval of the use of raised funds
1. Lubricating oil additives with an annual output of 150000 tons are products listed in Xinhuan Shushen [2021] No. 26 of 2020-410721-26-03-094616
（2） Introduction of lubricating oil additive series with an annual output of 150000 tons
1. Basic information
The project will carry out environmental protection and safety technical transformation of the original facilities, intelligent transformation of public works, storage center, staff restaurant, dormitory, R & D center and other supporting facilities, and green transformation of heavy alkylbenzene sulfonate and ashless dispersant production line. The construction content of the project is: the green transformation of the production line and supporting equipment and facilities with an annual output of 100000 tons of heavy alkylbenzene sulfonate (including supporting alkylbenzene production unit) and 50000 tons of ashless dispersant.
The total investment of the project is 1 billion yuan, including 556.5 million yuan. The construction period is 24 months. It is planned to be completed by the end of 2023.
2. Necessity and feasibility analysis of project implementation
(1) Necessity of project implementation
① The need for continuous growth of lubricating oil additive Market
Since the 1930s, the global lubricant additive industry has developed to a relatively mature stage, with a large market scale and basically stable growth.
As one of the world's largest consumers of lubricating oil additives, China's demand for lubricating oil additives increased from 750000 tons in 2013 to 919000 tons in 2018, with an average annual growth rate of 4.2%, higher than the global average level in the same period.
In recent years, with the rise of anti globalization trend and the intensification of Sino US trade friction, especially the epidemic has had a significant impact on global production and supply, which has brought major challenges to the supply security of international lubricating oil companies. Downstream customers have an urgent need to optimize supply channels and reconstruct supply chain, which has brought a once-in-a-lifetime development opportunity for the company. At the same time, under the strategic layout that the world is facing great changes that have not been seen in a century, Sino US trade frictions continue, and the country speeds up the formation of a new development pattern with China's big cycle as the main body and China's international double cycle promoting each other, it is more important to realize domestic substitution and there is a large market space. The company needs to rapidly increase its scale, improve its competitiveness and ability to serve customers, and fully participate in the supply chain reconstruction process of international and Chinese lubricant companies.
② Break through the company's existing capacity bottleneck and optimize the product structure
The products to be built in the project are sulfonate detergent and dispersant, which are one of the most demanding agents in lubricating oil additives and are the main components of composite agent products. With the continuous improvement of the company's production and marketing scale, the production capacity of the above two types of products will be in short supply, forming a production capacity bottleneck, and expansion is urgently needed to meet the company's development needs and market demand.
③ The need to form synergy and further enhance the competitiveness of the company
In addition to the production capacity of sulfonate detergent and dispersant products, Xinxiang plant also covers other mainstream single agent products, with complete varieties and various production auxiliary facilities. After the production capacity of sulfonate detergent and dispersant products in Xinxiang plant area is increased, compound agents can be prepared in Xinxiang plant area in a one-stop way to support the company's strategic transformation from single agent to compound agent, so as to form synergy and intensive production.
At the same time, the project is built in Xinxiang plant and managed by the company's existing management team. After the project is completed and put into operation, collaborative management can be realized, management efficiency can be improved and management cost can be saved.
(2) Feasibility of project implementation
① Comply with national industrial policy
The 150000t / a lubricating oil additive series product project is a fine chemical product. The fine chemical industry is an indispensable and important part of the sustainable development of the national economy and an industry supported and encouraged by the national industrial policy. In recent years, relevant ministries and commissions have issued a series of support policies related to the industry, For example, the outline of the national medium and long term science and technology development plan (2006-2020), the petrochemical and chemical industry development plan (2016-2020), the 13th five year plan for energy development, the 14th five year development guide for petroleum and chemical industry, and the three-year action plan to win the blue sky have a positive impact on the development of the lubricating oil additive industry.
② The broad market prospect provides a strong guarantee for the project construction
According to global consulting and research firm Klein According to relevant data from Kline & Co and Shanghai lubricating oil industry association, by 2023, the demand for lubricating oil additives in China is expected to increase to 1.12 million tons, the global demand for lubricating oil additives will increase to 5.34 million tons, and the market scale is about 18.5 billion US dollars. As the first tier manufacturer of lubricating oil additives in China, the company pays equal attention to both domestic and export marketing strategies and global lubricating oil additives Under the background of the gradual transfer of oil additive industry to developing countries, the broad market prospect provides a strong macro guarantee for the implementation of fund-raising projects and capacity digestion of the company.
③ The company has perfect R & D system and technical reserves
The company has established an organizational structure conducive to product R & D, an R & D mode combining industry, University and research, an advanced R & D management mode, and a sound intellectual property reward and protection mechanism. The company's R & D personnel have reasonable knowledge structure, strong complementarity and strong development ability. In recent years, with the maturity of the continuously introduced high-quality technical force, the company has formed a high-quality and efficient technical team with the old leading the new in terms of product development, process technology application and production equipment transformation. The scientific setting of the company's R & D system can not only give full play to the talents of R & D personnel, but also actively promote the innovation of all staff. The perfect R & D system and solid technical reserves provide a strong technical guarantee for the implementation of the project.
According to the requirements of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and the articles of association, the investment and construction of the "150000 ton annual lubricating oil additive series product project" does not belong to related party transactions, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
3. Economic benefit analysis
According to the calculation of the issuer, the relevant financial indicators after the project is completed are as follows:
S / N indicator name unit indicator value remarks
one
