Securities code: 688033 securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Beijing Tianyishangjia New Material Corp.Ltd(688033)
(500m north of South Railway, xixinlitun village, Shangzhuang Town, Haidian District, Beijing)
Issue A-Shares to specific objects in 2022
Demonstration and analysis report of scheme
Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as " Beijing Tianyishangjia New Material Corp.Ltd(688033) " or "company") is a company listed on the science and Innovation Board of Shanghai Stock Exchange. In order to meet the capital needs of the company's business development and enhance the company's capital strength and profitability, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration") and other relevant laws and administrative regulations According to the provisions of departmental rules or normative documents and the articles of association, the company has prepared the demonstration and analysis report on the issuance scheme of A-Shares to specific objects in 2022. Unless otherwise specified in this demonstration and analysis report, relevant terms have the same meaning as in the plan for issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022. 1、 Background and purpose of this issuance of shares to specific objects (I) background of this issuance of shares to specific objects
1. As one of the seven strategic emerging industries, new material industry has important strategic significance and broad development prospects
Raw material industry includes petrochemical, chemical, iron and steel, non-ferrous metals, building materials and other industries, as well as new material industry. It is the foundation of the real economy, the basic industry supporting the development of the national economy and the key field to win international competitive advantage. It is the main force of industrial foundation reconstruction and the main battlefield of industrial green development. As one of the seven strategic emerging industries in China and one of the ten key development areas of "made in China 2025", new materials are the industrial basis for the transformation and upgrading of the whole manufacturing industry.
The Chinese government attaches great importance to and supports the development of new material industry, The development plan of raw material industry in the 14th five year plan puts forward that the development goal of new material industry is "Advanced basic materials" have significantly improved the quality stability, reliability and applicability of high-end products. Some cutting-edge new material varieties have achieved mass production and typical applications. A number of key basic materials in key strategic areas have been broken through. The collaborative innovation system has been more efficient and improved, and the national new material platform system has been preliminarily completed. The innovation ability of the new material industry has been significantly improved, and the R & D investment intensity in key industries has reached More than 1.5%, master a number of key common core technologies with independent intellectual property rights "," by 2035, become a highland for the R & D, production and application of important raw material products in the world, comprehensively improve the competitiveness of new material industry, the green and low-carbon development level is advanced in the world, and the industrial system is safe, independent and controllable. "
Therefore, improving the quality of new material products, comprehensively breaking through key core technologies and conquering "neck" varieties are of great strategic significance for promoting the upgrading of industrial foundation, the modernization of industrial chain, promoting technological innovation and supporting industrial upgrading. The funds raised from the company's non-public offering of shares are used to produce new material products such as carbon matrix composites, which reflects the company's positive response to the government's development plan related to the raw material industry in the 14th five year plan. 2. The company is committed to building a platform company for new materials of industrial consumer goods
As a leading supplier of powder metallurgy brake pads for high-speed railway EMUs in China, while focusing on the main business of high-speed railway powder metallurgy brake pads, the company continues to strengthen the technical R & D and industrial application in the field of large transportation and new energy. At present, the company has formed powder metallurgy brake pads, structural and functional integration (carbon fiber) composite products Carbon / carbon ceramic composite products and large-scale metal structural parts processing, and the new material platform for industrial consumer goods has begun to take shape.
With new materials as the main line, the company is committed to developing into a platform company of new materials for industrial consumer goods. From powder metallurgy to carbon matrix composites, the application field of the company's products has extended from rail transit to new energy, aerospace, national defense equipment and other fields. The company will continue to expand its business around the application field of carbon matrix composites, create the company's second growth curve and achieve leapfrog development.
The funds raised in this issuance are mainly used for the industrialization construction project of high-performance carbon ceramic actuator, the construction project of automatic intelligent weaving production line of carbon and carbon material products, and supplement working capital, which meets the requirements of the company's core development strategy and is conducive to improving the company's profitability and core competitiveness. (II) purpose of issuing shares to specific objects
1. Comply with the industrial development trend, grasp the industrial development opportunities and create the second growth curve
During the 14th Five Year Plan period, the raw material industry entered a new stage of high-quality development, with unprecedented opportunities and more severe challenges, and many new changes in opportunities and challenges. From the perspective of opportunities, a new round of scientific and technological revolution and industrial transformation reshape the global economic structure, especially the deep integration of the new generation of information technology and manufacturing industry, which provides a Beijing Dynamic Power Co.Ltd(600405) spring for the transformation and upgrading of raw material industry and forging new advantages. From the perspective of challenges, the shortcomings and bottlenecks in the raw material industry are still prominent, the serious surplus of medium and low-end products coexists with the insufficient supply of high-end products, and the independent and controllable level of key materials, core process technology and equipment is not high.
Under the background of both opportunities and challenges, the company firmly grasps the market core and industry pain points, takes carbon matrix composites as the direction, continues to make efforts on the road of solving the "urgent needs" of customers, actively captures the market cutting-edge trends, takes high-speed railway powder metallurgy brake pads as the starting point, takes carbon fiber composites as the starting point, and takes carbon matrix composites as the starting point, Take the initiative to forge ahead and create a development pattern in the field of new materials.
2. Extend the company's business scope, focus on overcoming core technologies and improve the company's core competitiveness
Since its establishment, the company has always adhered to the original intention of "prospering the country through science and technology and serving the country through industry", and focused on the "441" enterprise development strategy, committed to the technological innovation, product R & D and industrial application of new materials in the field of large transportation and new energy. While continuing to focus on the main business of high-speed railway powder metallurgy brake pads, increase R & D investment in carbon matrix composites, new energy photovoltaic Cecep Solar Energy Co.Ltd(000591) thermal field materials, national defense carbon carbon heat-resistant materials, structural and functional integrated carbon fiber composites and braking systems, aiming to expand the product system from a single product in the field of rail transit to large-scale transportation A variety of products in the field of new energy are upgraded and transformed from a single part to an overall braking system. Through the investment project raised by this issuance, the company will realize the extension from powder metallurgy technology to carbon fiber composite technology and carbon matrix composite technology, and expand from rail transit to new energy, aerospace, automobile and other fields, reduce the operation risk of a single product, comprehensively improve the company's core competitiveness and enhance the company's profitability. 3. Enhance the company's financial strength and enhance the company's anti risk ability
As the company continues to overweight the layout of new material fields such as carbon matrix composites, the company's production and operation scale will continue to expand and there is a demand for working capital. Part of the funds raised in this offering will be used to supplement working capital, which can effectively alleviate the company's working capital demand, reduce financial expenses, optimize the capital structure and improve the anti risk ability, which is conducive to the company's sustainable, stable, healthy and long-term development.
2、 The necessity of selecting the securities to be issued and their varieties (I) types and par value of shares to be issued
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. (II) necessity of this issuance of securities
1. Build a platform company for new materials of industrial consumer goods and improve the company's core competitiveness
The company is a leading supplier of powder metallurgy brake pads for high-speed railway EMUs in China. At the same time, the founder and R & D team take powder metallurgy technology as the fulcrum, actively expand project experience in the field of materials, and vigorously cultivate high-end R & D talents in the field of new materials. After years of technical accumulation and precipitation, the team, The company has the strength to extend from powder metallurgy materials to new materials. Through the implementation of the investment project raised by this issuance, the company will take carbon matrix composites as the starting point, actively explore the development pattern in the field of new materials, and realize the strategic development goal of the platform company of new materials for industrial consumer goods.
In addition, the investment amount of the project invested by the company's raised funds is large, so it is difficult for the company to meet the project investment demand through its own funds. Therefore, the company plans to obtain the necessary financial support by issuing shares to specific objects, enhance the company's capital strength, and optimize the asset liability structure, so as to improve the company's overall anti risk ability.
2. Meet the company's working capital needs, optimize the capital structure and improve the company's anti risk ability
With the further expansion of the company's business scale in the future, the company's demand for working capital is increasing. Therefore, it is necessary to have sufficient working capital to support the company's operation, so as to lay a foundation for the company to further expand its business scale and improve its profitability. By issuing shares to specific objects and taking advantage of the role of the capital market in resource allocation, the company will enhance its capital strength, improve its capital structure, expand its business scale, improve its anti risk ability and sustainable operation ability, and promote the sustainable and stable development of the company.
3. Issuing shares to specific objects is the best financing method for the company at this stage
Compared with debt financing such as bonds and bank loans, equity financing is more suitable for the development needs of the company at this stage. The limitations of debt financing mainly include high short-term debt repayment pressure and high interest expenditure, which affect the stability of the company's overall asset liability structure and net profit level. Equity financing can avoid the above limitations, which is conducive to the company's long-term strategic layout, optimize the capital structure, reduce the financial risks that the company may face in the future, and ensure the smooth implementation of investment projects.
In conclusion, it is necessary for the company to raise funds by issuing shares to specific objects this time. 3、 Appropriateness of the selection scope, quantity and standard of the issuance object (I) appropriateness of the selection scope of the issuance object
The target of this issuance is no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors that meet the conditions specified by the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
The final offering object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the offering according to the inquiry results after the offering is reviewed and approved by Shanghai Stock Exchange and approved to be registered by China Securities Regulatory Commission. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail. The selection scope of the issuing object complies with the relevant provisions of the registration management measures and other laws and regulations, and the selection scope of the issuing object is appropriate. (II) appropriateness of the number of objects to be issued this time
The number of issuing objects of this issuance shall not exceed 35. The number of issuing objects shall comply with the provisions of registration management measures and other relevant laws and regulations, and the number of issuing objects shall be appropriate. (III) appropriateness of the standards for the object of this issuance
The issuing object shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength. The standards of the objects of this issuance comply with the relevant provisions of laws and regulations such as the measures for the administration of registration, and the standards of the objects of this issuance are appropriate. 4、 Rationality of pricing principle, basis, method and procedure of this offering (I) pricing principle and basis of this offering
The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The issuing price of this offering shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company's shares is adjusted due to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
During the period from the pricing base date to the issue date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issue reserve price of shares issued to specific objects will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where P0 is the issue reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and the issue reserve price after adjustment is P1.
The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for the issuance of specific objects to obtain the registration documents of the CSRC, but shall not be lower than the above-mentioned issue reserve price. (II) the pricing methods and procedures for this offering are reasonable
The pricing methods and procedures of this offering are in accordance with the relevant provisions of the registration management measures and other laws and regulations. The company convened the board of directors and disclosed the relevant announcements on the website of the exchange and the information disclosure media designated by the CSRC, which will be submitted to the general meeting of shareholders for deliberation.
The pricing methods and procedures of this offering comply with the relevant provisions of laws and regulations such as the registration management measures, and the pricing methods and procedures of this offering are reasonable.
To sum up, the pricing principles, basis, methods and procedures of this offering comply with the requirements of relevant laws and regulations, and the compliance is reasonable. 5、 Feasibility of this issuance (I) this issuance meets the issuance conditions stipulated in the securities law
This issuance of the company did not adopt the methods of advertising, public persuasion and disguised disclosure, which is in line with the provisions of paragraph 3 of Article 9 of the securities law. (II) the issuance plan complies with the relevant provisions of the registration management measures
The company does not violate Article 11 of the registration management measures:
"(I) arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(II) the preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in material aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; Financial of the last year
