Securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities code: 688357 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
(industrial cluster area, Yanshi City, Henan Province (Junmin Road, industrial zone))
Demonstration and analysis report on the scheme of issuing A-Shares to specific objects through simple procedures in 2021
(Revised Version)
January 2002
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as " Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) " 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, increase the company's capital strength and enhance its 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) and other relevant laws, regulations and normative documents, The company plans to implement the plan of issuing shares to specific objects through simple procedures. According to the bidding results, it plans to issue 1235039 shares to specific objects, and the total amount of funds raised is 193999926.12 yuan. The net amount of funds raised after deducting the issuance expenses is used for the reconstruction and expansion project of adsorption material Industrial Park (phase I).
Unless otherwise specified in this report, relevant terms have the same meanings as those in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 plan for issuing A-Shares to specific objects through summary procedures. 1、 Background and purpose of issuing shares to specific objects through summary procedures
(I) background of this offering
1. The intensity of air pollution control and environmental protection has been continuously upgraded
The 18th National Congress of the Communist Party of China incorporated the construction of ecological civilization into the "five in one" overall layout of the cause of socialism with Chinese characteristics, and clearly proposed to vigorously promote the construction of ecological civilization, strive to build a beautiful China and realize the sustainable development of the Chinese nation. The 19th CPC National Congress proposed to promote green development, focus on solving prominent environmental problems, strengthen ecosystem protection, and reform the ecological environment supervision system. The construction of ecological civilization will benefit the present and the future.
Nitrogen oxides (NOx) mainly include no, NO2, N2O and other compounds, which are the main sources of air pollution, acid rain, greenhouse effect and photochemical smog (haze). Among them, the mobile source dominated by motor vehicle pollution source is the main component of NOx emission. According to the bulletin of the second national pollution source survey published by the Ministry of ecological environment and other three ministries and commissions in June 2020, the composition of national nitrogen oxide emissions in 2017 is as follows:
Proportion of category emissions (10000 tons)
Mobile source 1064.88 59.65%
Including: motor vehicle pollution sources 595.14 33.34%
Non road mobile pollution sources 469.74 26.31%
Industrial source 645.90 36.18%
Proportion of category emissions (10000 tons)
Other pollution sources 74.44 4.17%
Total 1785.22 100.00%
In June 2018, the State Council issued the three-year action plan for winning the blue sky defense war, which stipulates that the national six emission standards will be implemented in key areas (around Beijing, Tianjin and Hebei, the Yangtze River Delta, Fenwei plain), the Pearl River Delta and Chengdu Chongqing in advance from July 1, 2019. In June 2018, the Ministry of ecology and environment issued the emission limits and measurement methods of pollutants for heavy diesel vehicles (China's sixth stage), that is, the national sixth standard for heavy vehicles, which stipulates that all gas vehicles produced, imported, sold and registered shall meet the national sixth standard from July 1, 2019; From July 1, 2020, all urban vehicles produced, imported, sold and registered shall meet the national six standards; From July 1, 2021, all heavy diesel vehicles produced, imported, sold and registered shall comply with national VI standards. The national six standards put forward stricter emission requirements for various pollutants, so higher requirements are put forward for the performance of automobile exhaust treatment catalysts. The traditional vanadium based SCR catalyst can not meet the requirements of national standard VI because of its relatively narrow temperature window; The new generation of copper based molecular sieve SCR catalyst is favored because of its wide temperature window and excellent hydrothermal stability. It will be widely used under the national six standards. The automobile exhaust aftertreatment industry has been controlled by foreign brands for a long time, and domestic catalysts are expected to accelerate the domestic substitution of foreign brand products in the future.
The Ministry of ecological environment and other five ministries and commissions jointly issued the opinions on promoting the implementation of ultra-low emission in the iron and steel industry in May 2019. It is proposed to promote the ultra-low emission transformation of existing iron and steel enterprises. By the end of 2020, significant progress will be made in the ultra-low emission transformation of iron and steel enterprises in key regions, and strive to complete the transformation of about 60% of production capacity; By the end of 2025, the ultra-low emission transformation of iron and steel enterprises in key regions will be basically completed, and the whole country will strive to complete the transformation of more than 80% of the production capacity. Under the ultra-low emission requirements, there is a case of ammonia escape in order to pursue the emission index of NOx. The company participated in the research and development of the national key research project "technology and demonstration of multi pollutant collection and adsorption removal and resource utilization of flue gas" chaired by Professor Liu Yingshu of Beijing University of science and technology. The NOx selective molecular sieve adsorbent developed is conducive to solving the problems of high price of catalyst, easy poisoning, high operation cost, no output and ammonia escape in the traditional flue gas denitration methods, So as to promote the development and transformation of new processes for purification and recycling of harmful gases in flue gas.
2. New modern coal chemical industry to accelerate industrial layout
China has the energy structure characteristics of "rich coal, poor oil and less gas". Therefore, following the trend of green and low-carbon energy development in the world, building China's "clean, low-carbon, safe and efficient" energy system, developing a new coal chemical industry focusing on the production of clean energy and alternative petrochemical products, and replacing petroleum with coal to produce high-end chemical products are of great significance to optimizing China's energy consumption structure, reducing import dependence It plays an important role in strengthening national strategic energy technology reserves and capacity reserves and ensuring national energy security.
In March 2017, the national development and Reform Commission and the Ministry of industry and information technology jointly issued the layout plan for the innovation and development of modern coal chemical industry. One of the key tasks put forward is to focus on the upgrading demonstration of coal to olefin and coal to oil, so as to improve the level of resource utilization and environmental protection; Orderly carry out the industrialization demonstration of coal to natural gas and coal to ethylene glycol, and gradually improve the process, technical equipment and system configuration; Steadily carry out the engineering demonstration of coal to aromatics, and accelerate the transformation and application of scientific research achievements.
Adopt innovative technology to moderately develop modern coal chemical industry, strengthen scientific planning, do a good job in industrial layout, improve quality and efficiency, resolve contradictions between resources and environment, realize clean transformation of coal, cultivate new economic growth points, steadily promote the safe, green and innovative development of modern coal chemical industry, expand the source of petrochemical raw materials, and form a complementary relationship with traditional petrochemical industry Industrial pattern of coordinated development. The development of new modern coal chemical industry guided by innovative technology is the general trend of the long-term development of China's energy strategy. It has broad development prospects and there is a wide application demand for adsorption and catalysis products.
(II) purpose of this issuance
1. Comply with the development trend of the industry and promote the strategic development of the company
Molecular sieve is an inorganic non-metallic porous material with good adsorption performance, ion exchange performance and catalytic performance. It is widely used in the fields of air purification and purification, oxygen enriched combustion, construction, coal chemical industry, petrochemical industry, wastewater and nuclear wastewater treatment, soil remediation, tail gas purification and so on. Since the 18th National Congress of the Communist Party of China, we have made great efforts to control air pollution, promote energy conservation and emission reduction in key industries, optimize the energy structure, and strengthen ecological and environmental protection with unprecedented determination and strength. As an irreplaceable consumable in related industries, the demand for molecular sieve also continues to rise, bringing good development opportunities for molecular sieve manufacturers.
According to the company's long-term strategic plan, while consolidating the advantages of traditional fields such as oxygen production, hydrogen production and adsorption drying, the company will actively focus on energy and chemical fields such as hydrogen purification, carbon monoxide purification, coal to ethanol and coal to propylene; Environmental treatment fields such as flue sintering tail gas denitration of steel plant, comprehensive utilization of pollutants as resources, and diesel vehicle tail gas denitration; Expand the field of ecological environment restoration such as nuclear wastewater treatment and saline alkali soil improvement, realize the innovative application of molecular sieve in the field of energy, chemical industry and environment, and broaden the market space and share of the company's molecular sieve.
The purpose of the company's implementation of the fund-raising investment project is to extend the business from the adsorption field to the catalytic field with higher added value, so as to further enhance the company's mature product production capacity and new product industrialization capacity, further reflect the R & D advantages, technical reserves and scale effect, and make the company's strategic layout clearer.
2. Promote the industrialization of technology reserves and improve the company's sustainable profitability
Since its establishment, the company has continued and increased its investment in technology R & D, continued to introduce R & D technical talents in line with the company's development strategic needs, encouraged and supported qualified R & D technical personnel to accept the technical guidance of cooperative scientific research institutions. The continuous R & D investment and technical talent team construction have greatly improved the company's technology R & D capability, And made a number of research and development achievements.
As of the announcement date of this scheme, the company has 22 authorized invention patents, and the patented and non patented technologies involved can be applied to the adsorption fields such as oxygen production, hydrogen production, adsorption drying, etc; Hydrogen purification, carbon monoxide purification, coal to ethanol, coal to olefin and other energy and chemical fields; Environmental treatment fields such as flue sintering tail gas denitration in steel plants, comprehensive utilization of pollutants as resources, and diesel vehicle tail gas denitration; Nuclear wastewater treatment, saline alkali soil improvement and other ecological environment restoration fields.
Through the implementation of the investment project with the raised funds, the company aims to realize the industrialization of reserve technology and continuously improve the company's sustainable profitability. 2、 The necessity of this issuance of securities and its variety selection
(I) types of securities issued this time
The type of shares issued to specific objects through summary procedures is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
(II) necessity of selection of securities issued this time
1. Meet the capital needs of the investment project with the raised funds
In order to expand the company's products to the fields of energy, chemical industry and environmental governance, extend its business from adsorption to catalysis, further improve the product structure and achieve the strategic goal of sustainable and healthy development of the company, the company plans to raise funds through this issuance for the "reconstruction and expansion project of adsorption material Industrial Park (phase I)".
In recent years, with the strict implementation of national environmental protection policies, the continuous promotion of atmospheric governance, the implementation of national six standards for automobiles, and the development of coal chemical industry based on China's energy structure of "rich coal, poor oil and less gas", the application of molecular sieve in the field of environmental governance and energy chemical industry will usher in rapid development opportunities, Through the implementation of the investment project "reconstruction and expansion project of adsorption material Industrial Park (phase I)", the company is conducive to quickly seize the market, realize the extension of product application field and continuously improve profitability. Due to the large scale of funds required for the project invested by the raised funds, if the company is fully invested by its own funds and creditor's rights financing, it will face greater capital pressure and debt repayment pressure, and will increase greater financial expenses. The funds raised by the company through this issuance can effectively solve the capital needs of the investment projects with raised funds and ensure the smooth implementation of the investment projects with raised funds.
2. In line with the company's business development strategy
This issuance is in line with the development strategic goal of expanding the company's products to the fields of energy, chemical industry and environmental governance. After the construction of the raised funds is completed, the company's products can be applied to diesel vehicle tail gas denitration, steel plant flue gas denitration, carbon monoxide separation and purification, coal to propylene, olefin purification and dimethyl ether carbonylation, so as to meet the increasing demand for molecular sieves in the field of energy, chemical industry and environmental governance, and help consolidate and enhance the company's competitiveness in the field of molecular sieves, To ensure the sustainable development of the company's main business is in line with the interests of the company and all shareholders.
3. This issuance is the best financing method of the company at this stage
In addition to equity financing, the main financing method that the company can choose is debt financing, but the amount of debt financing is relatively limited, and it will increase the company's financial cost, reduce the company's solvency and anti risk ability, occupy the company's profit space, and is not conducive to the steady development of the company. The funds raised by the company through this issuance can save financial expenses, maintain the stability of the company's capital structure and ensure the smooth implementation of the investment projects with raised funds, which is the best financing method of the company at this stage.
In conclusion, it is necessary and reasonable for the company to raise funds by issuing shares to specific objects in a simple procedure. 3、 Appropriateness of the selection scope, quantity and standard of the issuing object
(I) appropriateness of the selection scope of the issuing object
The object of this issuance is determined by the board of directors and its authorized persons in accordance with the authorization of the 2020 annual general meeting of shareholders, through consultation with the lead underwriter in accordance with the provisions of relevant laws, regulations and normative documents and the issuance bidding situation, and in accordance with the principle of price priority, and the final object of issuance is bocom Schroder Fund Management Co., Ltd Wuhan huashijinhong private equity investment fund partnership (limited partnership), Li Jianfeng, China Europe Fund Management Co., Ltd., Chen yongyang and Fuguo Fund Management Co., Ltd.
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
The objects of this issuance are Bank of communications Schroeder Fund Management Co., Ltd., Wuhan huashijinhong private equity investment fund partnership (limited partnership), Li Jianfeng, China Europe Fund Management Co., Ltd., Chen yongyang and Wells Fargo Fund Management Co., Ltd., which are specific objects in accordance with relevant laws and regulations, The number of issuing objects complies with the registration management measures and other relevant laws and regulations
