Stock Code: Ningbo Zhenyu Technology Co.Ltd(300953) stock abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Ningbo Zhenyu Technology Co.Ltd(300953)
Ningbo Zhenyu Technology Co., Ltd.
(Xidian Town, Ninghai County, Ningbo City, Zhejiang Province)
Issue shares to specific objects in 2022
Demonstration analysis report
March, 2002
(unless otherwise specified in this report, relevant terms have the same meaning as in the plan for issuing shares to specific objects in Ningbo Zhenyu Technology Co.Ltd(300953) 2022)
1、 Background and purpose of this issuance of shares to specific objects
(I) background of this issuance of shares to specific objects
The company is a high-tech enterprise specializing in the R & D, design, production and sales of precision progressive stamping dies and downstream precision structural parts. The company has rich experience in the development of precision progressive stamping dies and a complete manufacturing system. With the design and development of precision progressive stamping dies as the core, the company provides customized precision progressive stamping dies for household appliance manufacturers, automobile and industrial control manufacturers all over the world. At the same time, based on the stamping die designed and developed by ourselves, the company provides customers with precision structural parts products, which are widely used in home appliances, new energy lithium batteries, automobiles, industrial control and other industries.
With the strong support of the national carbon emission reduction and carbon neutralization policies, the new energy vehicle market is booming. According to the statistics of new energy vehicle traffic compulsory insurance caliber by GGII, in the middle of 2021, the sales of Shanxi Guoxin Energy Corporation Limited(600617) vehicles were about 3.029 million, with a year-on-year increase of 143%; The installed capacity of power battery is about 139.98gwh, with a year-on-year increase of 128% (the data does not include the export of complete vehicles and power batteries). Among them, the installed capacity of passenger vehicles is 122.74gwh, accounting for 87.7% of the total installed capacity, with a year-on-year increase of 169%, which is higher than that of the whole; The installed capacity of new energy passenger cars was 10.01gwh, a year-on-year decrease of 18%; The installed capacity of new energy special vehicles was 7.24gwh, an increase of 88% year-on-year. The installed capacity market of power battery enterprises is highly concentrated. In 2021, the total installed capacity of the top ten enterprises was 126.99gwh, accounting for 91% of the total installed capacity, of which, Contemporary Amperex Technology Co.Limited(300750) with 69.33gwh, increased by 132% year-on-year, with a market share of 49.53%, still ranking first in the market. Seizing the golden opportunity of carbon neutral new energy development, the company meets the rapid development and competitive needs of the downstream lithium battery industry by continuously improving product precision, product performance and quality, equipment reliability and automation.
As an important supplier of China Shipbuilding Industry Group Power Co.Ltd(600482) lithium battery precision structural parts, the company always supports the expansion of industrial scale and encourages the creation of patented technology inventions. In the future, the company will continue to cultivate the new energy vehicle industry, strive to explore new fields such as energy storage batteries based on power lithium batteries, and strive to promote the continuous innovation of lithium battery precision structure technology.
(II) purpose of issuing shares to specific objects
1. The actual controller is optimistic about the future development of the company and increases his shareholding in the company
As of the date of issuance of this plan, Mr. Jiang Zhenlin and Ms. Hong Ruidi, the actual controllers of the company, directly hold 31.52% and 14.16% of the shares of the company respectively, and Juxin investment controlled by Mr. Jiang Zhenlin holds 5.35% of the shares of the company. Therefore, Mr. Jiang Zhenlin and Ms. Hong Ruidi jointly control 51.03% of the voting shares of the company through direct and indirect shareholding.
The total amount of funds raised in this offering does not exceed 800 million yuan, and the issue price is 82.63 yuan / share. Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., which is controlled by Jiang Zhenlin, will subscribe for 800 million yuan based on optimistic about the future development of the company, including 320 million yuan for Jiang Zhenlin and 480 million yuan for Ningbo Zhenyu new energy Co., Ltd. After the successful issuance, the actual controllers Jiang Zhenlin and Hong Ruidi accounted for 55.64% of the total share capital of the company after the issuance, and the shareholding ratio was further increased. On the one hand, it was conducive to enhance the stability of the company’s control, on the other hand, it fully reflected the firm confidence of the actual controllers Jiang Zhenlin and Hong Ruidi in the long-term and stable development of the company.
2. Improve the level of operation and management and cultivate new profit growth points
In recent years, with the continuous development of the downstream new energy vehicle market, the demand for precision structural parts of power lithium battery continues to grow, which makes the scale of the company expand rapidly. Subject to the business model of new energy vehicle power lithium battery industry, the accounting period of downstream customers is generally greater than that of upstream suppliers (such as suppliers of bulk commodities such as aluminum and steel), forming a certain time difference. Therefore, the daily production and operation activities of the company in the rapid expansion period have high requirements for working capital.
With the completion of the stock issuance to specific objects and the funds raised in place, the cash flow of daily business activities will be improved after the funds raised are in place. On the one hand, it will be conducive to the further development of future business and the growth of market share. On the other hand, it will also contribute to the implementation of the company’s current projects under construction, so as to cultivate new profit growth points and enhance sustainable profitability.
4. Optimize the capital structure and consolidate the position of the industry
Through this issuance to specific objects, the company will significantly improve the capital structure and reduce the asset liability ratio and financial risk. After the raised funds are in place, the company’s capital strength will be greatly enhanced, which will help consolidate the sustainable development foundation of the company in terms of industrial layout and long-term development strategy, alleviate the working capital pressure faced by the company’s business development, and create good conditions for deepening business layout, realizing leapfrog development and consolidating the position of the industry. 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 1.00 yuan per share.
(II) necessity of selection of securities issued this time
1. The company’s business scale has expanded, and its daily production and operation activities have high requirements on working capital. Since its listing, the company’s business scale has expanded rapidly. From 2018 to 2020, the operating revenue was 597168500 yuan, 749534500 yuan and 1192781400 yuan respectively, with an annual compound growth rate of 41.33%. From January to September 2021, the operating revenue was 1934408700 yuan, a year-on-year increase of 174.92%. At the same time, the scale of the company’s accounts receivable is also growing. The book balance of accounts receivable increased from 208019200 yuan at the end of 2018 to 406203700 yuan at the end of 2020 and 502681900 yuan at the end of September 2021. In 2018, 2019, 2020 and January September 2021, the company’s cash outflows from operating activities were 361619300 yuan, 524175300 yuan, 605110800 yuan and 1130577200 yuan respectively, indicating that the company’s daily production and operating activities have high requirements for working capital.
Therefore, with the further development of the company’s future business and the growth of market share, the company’s demand for working capital will also increase significantly.
This time, the company issues shares to specific objects to supplement working capital, which is in line with the company’s current actual financial situation and the capital needs of future business development, helps to promote the long-term and healthy development of the company, and is conducive to maximizing the interests of the company and all shareholders.
2. The company’s asset liability ratio is higher than the average level of the same industry, and the current ratio is lower than the average level of the same industry
At the end of 2018, 2019, December 2020 and September 2021, the asset liability ratios under the company’s consolidated statements were 55.74%, 50.17%, 61.59% and 57.10% respectively. At the end of September 2021, the comparison of asset liability ratio (consolidation criteria) and current ratio between the company and comparable listed companies in the same industry is as follows:
Company name asset liability ratio current ratio
Tianjin Motor Dies Co.Ltd(002510) 59.15% 1.16
Sichuan Chengfei Integration Technology Corp.Ltd(002190) 28.98% 1.70
Ningbo Heli Technology Co.Ltd(603917) 28.03% 2.70
Lucky Harvest Co.Ltd(002965) 44.85% 2.80
Vt Industrial Technology Co.Ltd(300707) 40.36% 4.09
Shenzhen Kedali Industry Co.Ltd(002850) 33.34% 1.66
Jiangsu Tongda Power Technology Co.Ltd(002576) 41.38% 2.04
Changzhou Shenli Electrical Machine Incorporated Company(603819) 45.21% 1.35
Changying Xinzhi Technology Co.Ltd(002664) 57.73% 0.81
Average 42.11% 2.03
Issuer 57.10% 1.19
As can be seen from the above table, Ningbo Zhenyu Technology Co.Ltd(300953) asset liability ratio is higher than the average level of comparable listed companies in the same industry, and the current ratio is lower than the average level of comparable listed companies in the same industry. This issuance of shares to specific objects will help optimize the company’s capital structure, reduce operational risks, make the company’s business development more stable and enhance the company’s anti risk ability.
In recent years, with the expansion of the company’s business scale, in order to meet the capital demand, the company’s financial burden is also increasing, facing greater debt repayment pressure and higher interest expenditure. By the end of September 2021, the company’s short-term loan balance was 505968300 yuan, and the long-term loan balance was 1685484 million yuan. There was no long-term loan due within one year, accounting for 20.18% of the company’s total assets. The balance of bank borrowings of the company is relatively large. The repayment of bank borrowings through the issuance of shares to specific objects will help reduce the interest expenditure of the company and improve the future financing ability and profitability.
3、 Appropriateness of the selection scope, quantity and standard of the securities issued this time. The object of the shares issued this time is Jiang Zhenlin and Ningbo Zhenyu new energy Co., Ltd., which is controlled by Jiang Zhenlin, and is qualified as the specific object of this issuance. The issuing object subscribes for the shares issued to specific objects in cash. The issuing object has certain risk identification ability and risk bearing ability, and has corresponding capital strength. The selection scope, quantity and standard of this issuance object comply with the relevant provisions of laws and regulations such as the refinancing measures.
4、 Rationality of pricing principle, basis, method and procedure of this issuance (I) issuance price and pricing principle
The pricing benchmark date of this issuance of shares is the announcement date of the resolution of the fourth meeting of the Fourth Board of directors of the company, i.e. March 23, 2022. The issuing price of the shares issued to specific objects is 82.63 yuan / share, which is no less than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date.
The average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date = the total trading volume of the company’s A-Shares 20 trading days before the pricing benchmark date / the total trading volume of the company’s A-Shares 20 trading days before the pricing benchmark date. If the company’s shares have ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment formula is:
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, D is the cash dividend paid per share, and N is the number of bonus shares or converted into share capital per share.
(II) method and procedure of issue pricing
The pricing methods and procedures of this issuance of shares to specific objects are in accordance with the relevant provisions of the refinancing measures and other laws and regulations, convene the board of directors, disclose the relevant announcements on the website of the exchange and the designated information disclosure media, and submit them to the general meeting of shareholders of the company for deliberation.
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 use of the funds raised in this non-public offering complies with the provisions of laws and regulations. The use of the funds raised in this non-public offering complies with the provisions of laws, regulations and relevant policies, and is feasible. After the funds raised from this non-public offering are in place and used, the company’s asset liability ratio will be reduced, which is conducive to improving the company’s capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company’s business.
(II) improvement of corporate governance structure and internal control system
The company has established scientific corporate governance in accordance with the governance standards of listed companies
