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航材股份: 中信证券股份有限公司关于北京航空材料研究院股份有限公司使用超募资金收购股权暨关联交易的核查意见
Zheng Quan Zhi Xing·2025-08-29 17:03

Fundraising Overview - The company has successfully completed an initial public offering (IPO) on the Sci-Tech Innovation Board, raising a total of RMB 710.91 million by issuing 90 million shares at a price of RMB 78.99 each [1][3] - After deducting various fees, the net proceeds from the fundraising amount to RMB 689.56 million, with RMB 362.22 million allocated for specific investment projects and RMB 327.34 million classified as excess funds [3][4] Investment Projects - The net proceeds from the IPO will be used for three main projects: 1. High-performance elastomer materials and components for aviation 2. High-temperature alloy products for aircraft engines and gas turbines 3. Upgrading heat treatment and precision processing technology for aerospace titanium alloy components [3][4] Use of Excess Funds - The company plans to use RMB 98 million of the excess funds to permanently supplement working capital and RMB 18.41 million to acquire intellectual property rights related to high-temperature alloys from its controlling shareholder [4][5] Transaction Details - The company intends to acquire 100% of the equity of Zhenjiang Titanium Alloy Company, which is currently partially owned by its controlling shareholder, China Aviation Materials Research Institute [5][10] - The acquisition price is set at RMB 54.01 million, based on an asset appraisal that indicates an 88.08% increase in the value of the equity compared to its book value [9][10] Financial Performance of Target Company - Zhenjiang Titanium Alloy Company reported revenues of RMB 15.20 million and a total profit of RMB 884.11 million for the year ending March 2025, with total assets amounting to RMB 63.43 million [7][8] Rationale for Acquisition - The acquisition is deemed necessary to enhance the company's production capacity in the titanium alloy precision casting business, which is one of its four major business segments [10][11] - The transaction aligns with commitments made during the IPO to avoid competition with the controlling shareholder and will integrate Zhenjiang Titanium Alloy Company into the company's consolidated financial statements [10][11] Approval Process - The transaction has been approved by the company's board of directors and supervisory board, and it will be submitted for approval at the upcoming shareholders' meeting [12][14] - The transaction is also subject to approval from the relevant state-owned asset authorities [13][14]