Securities code: Guangdong Huiyun Titanium Industry Co.Ltd(300891) securities abbreviation: Guangdong Huiyun Titanium Industry Co.Ltd(300891) Announcement No.: 2022010 Guangdong Huiyun Titanium Industry Co.Ltd(300891) demonstration and analysis report on issuing convertible corporate bonds to unspecified objects
(Revised Version)
March, 2002
catalogue
Section I background and necessity of this issuance 2 I. background of this offering 2. Necessity of the investment project with the raised funds 3. Feasibility of the investment project with the raised funds 5 Section II selection scope, quantity and appropriateness of standards of this issuance object 7 I. appropriateness of the selection scope of the issuing object 7 II. Appropriateness of the number of objects to be issued this time 7 III. appropriateness of the standards for the object of this issuance Section III rationality of the principles, basis, methods and procedures for pricing this offering 8 I. The pricing principle of this offering is reasonable 8 II. Rationality of the pricing basis of this offering 9 III. rationality of pricing methods and procedures for this offering Section 4 feasibility of this issuance method 11 I. this issuance meets the issuance conditions stipulated in the registration management measures 11 II. This issuance complies with the special provisions on issuance and underwriting in the measures for the administration of registration III. this issuance complies with the relevant provisions of the Securities Law on the issuance of corporate bonds to unspecified objects 19 IV. this issuance complies with the provisions of the memorandum of cooperation on joint punishment of Customs dishonest enterprises 21 Section V the fairness and rationality of this issuance scheme Section 6 the impact of this offering on the dilution of the original shareholders' equity or immediate return and the specific measures to fill 23 I. The impact of issuing convertible bonds to unspecified objects on the company's main financial indicators 23 II. Risk tips for diluting the immediate return by issuing convertible bonds to unspecified objects 25 III. measures taken to fill the diluted immediate return 25 IV. relevant commitments made by the controlling shareholders, actual controllers, directors and senior managers of the company 27 Section VII conclusion twenty-nine
Section I background and necessity of this issuance
Guangdong Huiyun Titanium Industry Co.Ltd(300891) (hereinafter referred to as "company" or "issuer") is a company listed on the gem of Shenzhen Stock Exchange. In order to meet the capital needs of the company's business development, enhance capital strength and enhance profitability, according to the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") According to the provisions of relevant laws, regulations and normative documents such as 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"), the total amount of funds to be raised by issuing convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects shall not exceed 490 million yuan (including 490 million yuan), The net funds raised after deducting the issuance expenses will be used for the company's "50kt / year to 80kt / year sulfuric acid rutile titanium dioxide primary product technical transformation project", " Shanghai Pudong Development Bank Co.Ltd(600000) ton / year titanium dioxide dilute acid concentration technical transformation project", "integrated intelligent storage center construction project" and "supplementary liquidity funds".
1、 Background of this offering
(I) the development trend of titanium dioxide industry in China is good
Titanium dioxide is widely used in coatings, plastics, papermaking, printing ink, rubber, chemical fiber, ceramics, cosmetics, food, medicine, electronic industry, micro electromechanical and environmental protection industry. Its application involves various industrial fields and people's daily life. The development of titanium dioxide industry is closely related to the development of the whole national economy. Its consumption can be used to measure the level of national economic development and living standards of a country, which is known as the "barometer" of economic development. Therefore, the development of titanium dioxide industry is valued by industrial developed countries.
The research and establishment of China's titanium dioxide industry began in 1955, but the substantive development of titanium dioxide industry began in 1998. According to the statistics of the titanium dioxide sub center of the National Chemical Industry Productivity Promotion Center, the total output of the whole industry has increased from 140000 tons in 1998 to 3.512 million tons in 2020, with an average annual growth rate of more than 16%. With the increase of production capacity, the status of China's titanium dioxide industry in the world is also improving. In 2002, the total production capacity of China's titanium dioxide industry reached 390000 tons, surpassing Japan, which was the second largest producer of titanium dioxide in the world; By 2009, the total production capacity of China's titanium dioxide industry had reached 1.8 million tons, surpassing the United States, which ranked first at that time, and becoming the largest producer of titanium dioxide in the world.
China is not only a big country in titanium dioxide production, but also a big country in titanium dioxide consumption. In 2020, China's apparent demand for titanium dioxide (output + import - export) was about 2.4662 million tons. In addition, with the continuous growth of China's titanium dioxide export, export has become an important demand factor supporting the development of China's titanium dioxide industry. According to the statistics of the titanium dioxide sub center of the National Chemical Industry Productivity Promotion Center and the customs, the export volume of China's titanium dioxide industry has maintained a rapid growth in recent years. Since 2011, China has changed from a net importer of titanium dioxide to a net exporter. By 2020, the export volume of China's titanium dioxide is about 1214100 tons, and the import volume is only about 168300 tons, The surplus of import and export trade was further expanded. In 2020, the export volume of titanium dioxide accounted for more than 30% of China's total output of titanium dioxide that year; At the same time, China's imports of titanium dioxide accounted for less than 10% of the total in 2020.
(II) the state vigorously develops circular economy, advocates cleaner production and promotes comprehensive utilization of resources
Cleaner production and circular economy are two major trends in the field of industrial production. Cleaner production requires to reduce the production of pollutants as much as possible from raw materials to services in the process of product production and use, while circular economy requires the use of natural resources and environmental capacity in an environment-friendly way in the development of economy, in order to realize the ecological transformation of economic activities. At present, China's economy has entered the new normal, and the driving force, direction and mode of development are undergoing profound changes. Reducing resource and energy consumption and improving the quality and efficiency of development have become the main focus of current development. The notice of the national development and Reform Commission on printing and distributing the circular economy development plan of the 14th five year plan (fghz [2021] No. 969) puts forward that by 2025, the circular production mode will be fully implemented, green design and cleaner production will be widely promoted, the comprehensive utilization capacity of resources will be significantly improved, and the resource circular industrial system will be basically established.
The recycling network of waste materials has been further improved, the recycling capacity of renewable resources has been further improved, and the resource recycling system covering the whole society has been basically completed. Promote the combination of enterprise circular production and industrial circular production, promote the comprehensive utilization of waste, cascade utilization of energy and recycling of water resources, promote the resource utilization of industrial residual pressure and waste heat, waste water, waste gas and waste liquid, realize the development of green and low-carbon cycle, and actively promote centralized gas supply and heating.
2、 Necessity of the project invested by the raised funds
(I) help the company to improve the production capacity of rutile titanium dioxide and enhance its profitability
In recent years, the development of titanium dioxide industry in China is booming, the technology and aquatic products are constantly improving, and the demand is growing. The "50kt / year to 80kt / year sulfuric acid rutile titanium dioxide primary product technical transformation project" of the company's investment and construction project funded by the raised funds improves the production capacity of the company's rutile titanium dioxide primary product through technical transformation, It can provide the initial product of rutile titanium dioxide for the "80000 T / a plastic grade rutile titanium dioxide post-treatment reconstruction and expansion project" of the company's investment project funded by the initial public offering of shares. On the one hand, the implementation of the project will reduce the amount of rutile titanium dioxide purchased by the company and improve the profitability of the company; On the other hand, the company will give full play to the technical advantages of titanium dioxide production and control the quality of rutile titanium dioxide primary products, so as to improve the product quality and value after rutile titanium dioxide post-treatment coating processing.
(II) it is conducive to improving the industrial chain of circular economy and giving consideration to economic and social benefits
The " Shanghai Pudong Development Bank Co.Ltd(600000) T / a titanium dioxide dilute acid concentration technology transformation project" invested and constructed by the company with the raised funds is based on the company's existing circular economy industrial chain to collect the dilute acid generated in the production of titanium dioxide by sulfuric acid method for treatment. The produced concentrated acid can replace part of the raw material sulfuric acid and be reused in the production of titanium dioxide, which is conducive to the company's realization of circular economy and maximum utilization of production raw materials, In addition, the by-product ferrous sulfate monohydrate produced by the project is an important raw material for the production of lithium iron phosphate battery cathode materials, which is conducive to seize the "carbon neutralization" and "carbon peak" policies and the development opportunities of new energy industry. The project has good economic benefits. In terms of social benefits, the construction of the project will greatly enhance the environmental protection benefits of the company, reduce resource waste, develop "three wastes" renewable resource projects, and improve the reuse rate of resources.
(III) improve the storage capacity to meet the needs of the company's future development
From 2018 to 2020, the company's operating revenue was 906469900 yuan, 1 Wuhan Sante Cableway Group Co.Ltd(002159) 400 yuan and 954745100 yuan respectively. The compound growth rate from 2018 to 2020 was 2.63%. Although the company's operating revenue decreased slightly compared with 2019 due to covid-19 pneumonia in 2020, the adverse impact of covid-19 pneumonia on the company's production and operation gradually decreased, The company's operating income was RMB 11.582 million in the same period of last year, an increase of 1.082 million over the same period of last year. In the future, with the construction and operation of the investment projects funded by the company's initial public offering, the production efficiency will be improved and the production capacity will be improved to a certain extent. The existing storage capacity can not meet the needs of the company's development. Therefore, it is imperative to expand the storage capacity. After the completion of the "integrated intelligent storage center construction project" invested by the company with the raised funds, the space utilization rate will be improved and the land cost will be reduced; Improve storage operation efficiency and reduce operation cost; Build an advanced logistics system and improve the level of enterprise management.
(IV) optimize the capital structure and improve financial stability and anti risk ability
Although the asset liability ratio of the company at the end of 2020 has decreased compared with the end of 2018 and 2019 after the funds raised by the company's initial public offering in 2020 are in place, with the construction and operation of the investment project funded by the company's initial public offering, the company's business scale will be increased step by step and the working capital required by the company will also increase.
The company plans to use the 48 million yuan raised by issuing convertible corporate bonds to unspecified objects to supplement working capital, so as to optimize the company's capital structure, improve the company's solvency and sustainable operation ability, and reduce financial expenses and financial risks. At the same time, the effective improvement of capital strength is conducive to improving the company's market scale and share and further consolidating the company's competitive advantage in titanium dioxide industry.
3、 Feasibility of the project invested by the raised funds
(I) the development trend of the industry is good, which provides a broad market space for the implementation of this raised investment project
From the perspective of the development of titanium dioxide industry, in recent years, China's titanium dioxide industry has a good development trend, the output has reached a new high year after year, and the export volume has maintained a rapid growth rate. The whole titanium dioxide industry shows a prosperous situation of both supply and demand, which provides a broad market space for the implementation of this raised investment project.
From the perspective of the company's own resource endowment, in recent years, through continuously improving the production process and technology level, the performance of titanium dioxide products produced by the company has prominent comparative advantages, high customer recognition, and has formed a good brand effect in the market, providing a good customer base for the implementation of fund-raising investment projects.
The " Shanghai Pudong Development Bank Co.Ltd(600000) T / a titanium dioxide dilute acid concentration technology transformation project" invested by the raised funds produces 50% concentration of sulfuric acid, which can be recycled for the production of titanium dioxide. The by-product ferrous sulfate monohydrate is an important raw material for the production of lithium iron phosphate battery cathode material. Under the background of "carbon neutralization" and "carbon peak" policies and the rapid development of new energy industry, It has a good market prospect.
(II) the company's talent training mechanism provides human guarantee for the successful implementation of fund-raising projects
After nearly 20 years of development, the company's production capacity has increased steadily, and has accumulated rich production experience in the process of development; At the same time, the company has a group of high-quality management talents, engineering and technical talents and high-level staff, which provides talent guarantee for the implementation of the project. In terms of talent reserve management, the company has established various perfect rules and regulations, standardized the work behavior of employees, improved the work enthusiasm of employees and improved the operation efficiency of the enterprise. The company's perfect management system helps to quickly build the management organization structure and operate efficiently during the implementation of the project, providing effective management guarantee for the implementation of the project.
(III) strong technical ability to provide technical support for the successful implementation of raised investment projects
In the process of production and operation, the company has continuously carried out technological innovation, problem solving and other technological development activities, and has successively completed a number of technological research and development work. Some research and development achievements have been applied in the project, and some have been declared and obtained national patents. Up to now, the company has 20 patented technologies, including 6 authorized invention patents, 14 utility model patents. At the same time, The company has successively won the titles of "high-tech enterprise", "Guangdong cleaner production enterprise", "Guangdong provincial enterprise technology center", "Guangdong 'sulfur titanium iron calcium' Industrial Engineering Technology Research Center", "Guangdong private enterprise innovation Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) demonstration base", "China's top ten titanium dioxide Enterprises" and "sulfuric acid titanium dioxide cleaner production and circular economy industrial chain demonstration base" And other qualifications and honorary titles. The company's strong R & D strength provides strong technical support for the implementation of this raised investment project.
(IV) supplementary working capital meets the company's requirements
