Shanghai Titan Scientific Co.Ltd(688133)
(room 1110, building 1, No. 100, Qinzhou Road, Xuhui District, Shanghai)
Issue A-Shares to specific objects in 2021
Issuance scheme demonstration and Analysis Report
(Revised Version)
January 2002
Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as ” Shanghai Titan Scientific Co.Ltd(688133) ” 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, It is proposed to issue no more than 7624896 shares (including this number) to specific objects, and the total amount of raised funds shall not exceed 1023345900 yuan (including this number). The net amount of raised funds after deducting the issuance expenses shall be used for the project of Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park and supplementary working capital. 1、 Background and purpose of this issuance of shares to specific objects (I) background of this issuance to specific objects
1. China promotes the two-way layout of strategic reserves and import substitution to support the sustainable development of scientific and technological research and development
With China’s scientific assertion that “science and technology are the primary productive forces”, the State takes scientific research and development as the key to improving comprehensive national strength, strives to improve the ability of independent innovation, places science and technology in a prominent position to promote the rapid development of the national economy, and promotes China’s science and technology into a new stage of innovation and development. The scientific service industry is a supporting industry that follows the synchronous development of scientific research and development, and can quickly provide scientific research materials required for the development of strategic emerging industries, including new varieties and new specifications of high-end reagents, high-end consumables, instruments and equipment, as well as the development and construction of scientific research software and high-standard laboratories. The development of a country’s science service industry is directly related to the country’s scientific and technological innovation ability and high-end manufacturing level.
At the beginning of reform and opening up, the supply of scientific research materials in China was weak. Foreign funded enterprises quickly seized the Chinese market through localization strategy, M & A and Chinese distribution, and still occupy most of the market share of the industry. In recent years, with the promotion of China’s localization substitution process and internal circular economy, China’s science service industry has gradually realized the localization of some products through its own innovation systems such as product innovation, technological innovation and service innovation. However, in terms of high-end scientific research instruments and consumables, it still depends on imports from abroad, such as ion chromatograph and nuclear magnetic resonance instrument, China is still unable to achieve substitution. In addition, affected by the Sino US trade war and the covid-19 epidemic, China’s overseas trade restrictions have intensified, and the external circulation has been further restrained. During the covid-19 epidemic, the supply of some high-end scientific research materials has been at risk of interruption. The uncertainty of scientific research material supply will limit the process of China’s scientific research development. Therefore, while ensuring the supply of scientific research materials, gradually realizing import substitution has become the main development goal of China’s scientific service industry.
In recent years, the state has vigorously developed localization substitution, issued relevant policies to help local enterprises develop technology, and helped the scientific service industry import relevant materials by reducing import tariffs and institutional costs, so as to form a certain scale of strategic reserves, ensure the sustainable development of scientific research and development in China at the present stage, and realize the coordinated development of strategic reserves of scientific research materials and import substitution. In the future, relying on cost-effective and high-quality after-sales service, China’s science service industry is expected to usher in great development.
2. China’s science and technology are developing rapidly, and R & D investment continues to grow
Throughout the world, many countries regard strengthening scientific and technological innovation as a national strategy and scientific and technological investment as a strategic investment, greatly increase scientific and technological investment, deploy and develop cutting-edge technologies and strategic industries in advance, implement major scientific and technological plans, and strive to enhance national innovation capacity and international competitiveness. Compared with European and American powers, China’s scientific R & D started late. With the leap in economic strength and the full implementation of the innovation driven development strategy, China has made rapid development in various scientific research fields, occupied certain advantages in the fields of new generation information technology, life science, high-end equipment manufacturing, new materials and new energy, and achieved a series of breakthrough achievements.
With a new round of scientific and technological revolution and industrial reform, China adheres to innovation as the first driving force leading development and continues to expand investment in scientific and technological R & D. Since 2015, China has become the second largest R & D investment country in the world after the United States, providing a strong financial guarantee for the development of science and technology. According to the data of the National Bureau of statistics, in 2020, China’s investment in research and experimental development has reached 2.44 trillion yuan, an increase of nearly 24 times compared with 104.2 billion yuan in 2001, with an average annual compound growth rate of 18.1%. The investment intensity of R & D funds has reached new highs. It exceeded 2% for the first time in 2014, increased to 2.18% in 2018 and reached 2.4% by 2020. According to the data of the National Bureau of statistics, in 2018, the total number of R & D personnel in China calculated by full-time workload was 4.19 million person years, 6.2 times that of 1991. The total number of Chinese R & D personnel surpassed that of the United States in 2013 and has ranked first in the world for many consecutive years. With the continuous growth of China’s R & D investment, the demand of China’s scientific research market will continue to grow. As its supporting industry, the scientific service industry also needs to continuously improve its own industrial chain to ensure the stable supply of scientific research materials.
3. The rapid development of global life sciences has promoted the growth of demand in relevant R & D and industrialization fields
Life science is a science that studies the essence, characteristics, occurrence and development laws of life phenomena and life activities, as well as the relationship between various organisms and between organisms and the environment. It is the basic natural science that has attracted the most attention all over the world. In recent years, biotechnology based on life science has been widely used in industry, agriculture and animal husbandry, medicine and so on. The basic research of life science, the application of biotechnology and the development of biological industry are also the focus of development competition all over the world.
As the main application field of biotechnology, biomedicine is one of the high-tech industries with the highest density of knowledge and R & D. It is praised by many countries in the world as the emerging industry with the most growth and international competitiveness in the 21st century. In recent years, with the continuous breakthrough of biotechnology such as enzyme engineering, gene sequencing technology and tissue engineering, the pace of innovation has been continuously accelerated, and the industrialization process of biomedicine has been significantly accelerated. In the pharmaceutical market sales, the sales proportion of biomedicine has increased rapidly. According to the data of evaluate Pharma, in 2019, the sales of biopharmaceutical reached US $266 billion, accounting for 29%, with a year-on-year increase of 6.8%, much higher than 1.5% of traditional pharmaceuticals. It is estimated that the sales of biological drugs will reach US $505 billion in 2026, accounting for 35%. In addition, as a kind of biological products, in vitro diagnostic reagents, with the continuous innovation of in vitro diagnostic technology and the gradual expansion of application fields, the industry of in vitro diagnostic products has entered a period of sustainable development and the scale of the industry has continued to grow. In 2019, the market scale of the global in vitro diagnosis industry reached US $82.6 billion, a year-on-year increase of 10%, an increase of nearly 1.4 times compared with us $60 billion in 2013.
With the outbreak of covid-19 epidemic in 2020, people pay special attention to the development of medicine, especially biomedicine. Countries have successively increased the development and production of relevant vaccines. The fight against the epidemic has driven the rapid growth of global biomedical R & D demand. As a necessary supporting auxiliary material for biopharmaceutical production and R & D, biological reagents The market of consumables and scientific research instruments will usher in a broader space. (II) purpose of this issuance to specific objects
1. Enhance the company’s independent R & D, production control and industrialization capabilities
The scientific service industry involves many kinds of products, including scientific research reagents, instruments and meters, analysis and testing equipment, various experimental consumables, laboratory professional design and construction, scientific research information system and other fields. At present, China has achieved partial import substitution in some basic fields and low-end products, but on the whole, it is still dominated by foreign brands. Under the background of the continuous covid-19 epidemic and the fluctuation of China US relations, the uncontrollable and unstable supply chain of scientific research materials has become a potential risk point. Enhancing the independent and controllable ability of industrial chain and supply chain has become the main development goal of the industry.
The company plans to build an industrial R & D platform in this raised investment project, mainly focusing on the R & D of large-scale production and production process improvement for the process route of the products of the technical analysis center and process R & D center. The R & D content covers high-end instruments and equipment and components such as mass spectrometer and chromatograph, as well as high-end biological reagents such as special serum and culture medium. On this basis, we will introduce and absorb foreign advantageous products, carry out technical route innovation and achievement transformation, and strive to solve the problem that high-end scientific research reagents and precision instruments and equipment are highly dependent on imports and local manufacturing capacity is weak. At the same time, through the purchase of relevant production and testing equipment in the new production base, the introduction of production and management personnel to complete the production line construction, form a large-scale production capacity, improve the flexibility of production scheduling, and help the company realize the transformation of R & D achievements and independent production.
2. Improve the company’s strategic reserve capacity and ensure the stability of product supply
At present, in terms of biological reagents and consumables, Chinese manufacturers have localized some products, but most of the high-end reagents and consumables still rely on imports. In terms of scientific instruments, China has realized the localization and replacement of low-end models such as mass spectrometer and chromatograph, but nuclear magnetic resonance instrument, freeze transmission electron microscope, ion chromatograph and other equipment are still subject to foreign manufacturers. Therefore, under the influence of various factors such as import and export trade policies, there is a risk of material supply fluctuation of scientific research materials such as high-end scientific research reagents and consumables, and the instability of the supply chain of scientific service industry will have an adverse impact on China’s scientific and technological innovation and the normal operation of the national economy.
The project plans to build a “strategic reserve base of scientific research materials” in Shanghai Fengxian comprehensive free trade zone to make strategic reserves for products with blank or weak production substitution capacity in China, so as to ensure the reserve of emergency key scientific research materials for more than 6 months. The construction of the project can ensure the stability of the company’s supply chain and the high-quality reserve of products, and has the ability to deal with emergencies in a short time, so as to ensure that the R & D and core production links of industrial institutions in the Yangtze River Delta will not stop due to emergencies. The reserve base can support the storage demand after the continuous expansion of the company’s scale. It is not only an important link for the company to build the whole industrial chain of scientific services in the future, but also an important guarantee for the company to ensure timely response to customer needs.
3. Serving its own R & D and manufacturing and customer needs, optimizing the import and export process and shortening the import and export cycle, the company has successfully realized the independent production of some scientific research reagents and equipment after years of technical R & D. However, due to the wide variety of scientific research reagents and equipment, the company’s own brand can not fully meet the needs of customers. By building an import and export platform, the company will further enrich the company’s product types and types, build application scenarios for scientific research materials, provide customers with more product choices for scientific research and development, and lay a foundation for the upgrading of the company’s supply chain. At the same time, due to the large variety of products in the field of scientific services, complex storage and transportation conditions, and various procedures in the existing approval and logistics modes, the customs declaration and customs clearance process of relevant products often takes a long time, which leads to a long receiving cycle for customers on the one hand, and is not conducive to the guarantee of product quality on the other hand.
The project plans to build a platform for R & D and preparation, import and export and customs declaration of scientific research materials in Shanghai Fengxian comprehensive free trade zone, focusing on the combination of industrial professional product knowledge and government regulatory policies to ensure the rapid customs clearance of important scientific research materials of multiple categories and specifications at low cost and high efficiency. The project is built in the bonded area, which can effectively simplify the import and export process, shorten the import and export cycle, and ensure the product quality of scientific research materials in combination with the various bonded warehouses to be built by the company. In addition to meeting its own import and export needs, the company will also provide customers with customs clearance services, develop a special information platform, and provide a one-stop, full chain and full qualification import and export process service portfolio.
4. Help China’s domestic independent brand scientific research materials export efficiently
On the basis of the successful completion of industrial infrastructure construction such as independent manufacturing platform, storage base and import and export platform, the project will focus on promoting the efficient sailing of domestic brand scientific research materials such as Shanghai Titan Scientific Co.Ltd(688133) . The platform can make full use of the export processing tax exemption policy of the bonded zone to reduce the cost of foreign high-end equipment procurement and related products. While meeting China’s needs, the platform can gradually open up the foreign market through high-quality and low-price products, help the export of domestic independent brand scientific research materials, and build an export base of high-tech and refined products in China’s scientific service industry. 2、 The necessity of this issuance of securities and its variety selection (I) the variety of securities issued this time
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 selection of securities issued this time
1. Meet the capital demand of the investment project with the raised funds and improve the profitability
In order to further enhance the company’s strategic reserve capacity, improve the R & D and manufacturing level of high-end products and maintain the stability of product supply, the company plans to raise funds through this issuance, which are mainly used for ” Shanghai Titan Scientific Co.Ltd(688133) life science headquarters park project”. The implementation of the project will help the company to enhance its independent R & D and industrialization ability, improve its product production control ability and strategic reserve ability, so as to further improve the profitability of the company. By issuing shares to specific objects to raise funds, the company can effectively solve the capital needs of the above projects and ensure the smooth implementation of the investment projects with raised funds.
2. In line with the company’s business development strategy
The use of funds raised by issuing shares to specific objects is in line with the company’s strategic development direction. After the raised funds are in place, it will help to improve the company’s capital strength, enhance the company’s risk prevention ability, improve the company’s comprehensive competitiveness, enhance the company’s position in the industry, and bring new performance growth points to the company. Therefore, the issuance of shares to specific objects is of positive significance to the operation and development of the company, conducive to the sustainable development of the company and in line with the interests of the company and all shareholders.
3. Issuing shares to specific objects is the best financing method for the company at this stage
Due to the relatively limited financing amount of bank loans and high financial costs, for example, the funds required for the company’s subsequent business development mainly rely on bank loans, which will increase the company’s asset liability ratio and increase the company’s financial risk; On the other hand, higher interest expense will erode the company’s overall profit level, reduce the flexibility of the company’s fund use, and is not conducive to the company’s stable operation.
The company’s business development needs long-term financial support. Equity financing has more long-term characteristics than other financing methods. Equity financing can effectively avoid the debt repayment pressure caused by capital maturity mismatch, help to ensure the smooth development of the project, maintain the stability of capital structure, reduce operational and financial risks, and realize the company’s long-term development strategy.
The investment project of the raised funds has good economic benefits. With the gradual realization of the benefits of the investment project of the raised funds, the profitability of the company will be continuously improved, and the dilution impact of the issuance on the immediate return will be gradually eliminated, so as to provide better investment return for all shareholders
