Beijing Jindu law firm
About Citic Pacific Special Steel Group Co.Ltd(000708)
Supplementary legal opinion on public issuance of convertible corporate bonds (II)
To: Citic Pacific Special Steel Group Co.Ltd(000708)
According to the securities law of the people’s Republic of China, the company law of the people’s Republic of China (hereinafter referred to as the company law) The relevant provisions of laws, administrative regulations, rules and normative documents such as the China Securities Regulatory Commission (hereinafter referred to as the CSRC), the measures for the administration of securities issuance of listed companies, the measures for the administration of law firms engaging in securities legal business, and the rules for the practice of securities legal business of law firms (for Trial Implementation), Beijing Jindu law firm (hereinafter referred to as the firm) has accepted the entrustment of Citic Pacific Special Steel Group Co.Ltd(000708) (hereinafter referred to as the issuer or Citic Pacific Special Steel Group Co.Ltd(000708) ) to act as the special legal adviser for the issuer’s public offering of convertible corporate bonds (hereinafter referred to as the offering), and on the relevant legal matters involved in the issuer’s offering, On June 22, 2021, the legal opinion of Beijing Jindu law firm on Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds (hereinafter referred to as the legal opinion) and the lawyer work report of Beijing Jindu law firm on Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds (hereinafter referred to as the lawyer work report) were issued.
On July 16, 2021, the CSRC issued the notice of feedback on the first examination of administrative licensing projects of the CSRC (hereinafter referred to as the feedback) No. 211673; Relevant legal issues and related matters raised in the feedback, On August 12, 2021, the exchange issued the supplementary legal opinion of Beijing Jindu law firm on Citic Pacific Special Steel Group Co.Ltd(000708) public offering of convertible corporate bonds (I) (hereinafter referred to as the supplementary legal opinion I) and the special verification report of Beijing Jindu law firm on environmental protection related matters of the investment project raised by Citic Pacific Special Steel Group Co.Ltd(000708) public offering of convertible corporate bonds (hereinafter referred to as the special environmental protection verification report).
Citic Pacific Special Steel Group Co.Ltd(000708) held the 12th meeting of the ninth board of directors on August 16, 2021, deliberated and adopted the Citic Pacific Special Steel Group Co.Ltd(000708) 2021 semi annual report (hereinafter referred to as the 2021 semi annual report). The exchange has further supplemented and verified the update of relevant legal matters of the issuer under the legal opinion and lawyer work report as of the issuance date of this supplementary legal opinion and some legal matters involved in the special verification report on environmental protection, and now issues this supplementary legal opinion.
This supplementary legal opinion is a supplement to the legal opinion and supplementary legal opinion I, and constitutes an integral part of the legal opinion and supplementary legal opinion I. The premises, assumptions and definitions of relevant terms in the legal opinion, supplementary legal opinion I, lawyer work report and special environmental protection verification report of the exchange are also applicable to this supplementary legal opinion.
In order to issue this supplementary legal opinion, the office and the handling lawyers consulted the documents that must be consulted for the issuance of this supplementary legal opinion in accordance with the current laws, administrative regulations, departmental rules and other normative documents in China, and in accordance with the recognized business standards, ethics and the spirit of diligence and responsibility in the Chinese lawyer industry, Including the approval documents, relevant records, materials and certificates of relevant government departments provided by the issuer, and made necessary inquiries and discussions with relevant parties and their personnel on relevant matters.
This supplementary legal opinion is only used by the issuer for the purpose of this issuance and shall not be used for any other purpose. The bourse agrees that the issuer shall submit this supplementary legal opinion to the CSRC together with other application materials as a necessary legal document for this issuance.
The firm and the handling lawyer have verified and verified the relevant documents and facts provided by the issuer in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, and now issue the supplementary legal opinions as follows:
1、 Update on legal matters related to lawyer work report
(I) major shareholders of the issuer
According to the issuer’s 2021 semi annual report, as of June 30, 2021, the issuer’s top ten shareholders and their holdings are as follows:
Serial number shareholder name / name shareholding quantity (share) shareholding ratio (%)
1. Taifu investment 3787987284 75.05
2 Xinye steel 228854000 4.53
3 Jiangyin Xintai enterprise management partnership (limited partnership) 216805222 4.30
4 Taifu CIC 215251416 4.26
5 Anji Yetai enterprise management partnership (limited partnership) 81210239 1.61
6 Anji Yangtai enterprise management partnership (limited partnership) 76264810 1.51
7 Anji Qingtai enterprise management partnership (limited partnership) 55336904 1.10
8 Hong Kong Central Clearing Company Limited 44885802 0.89
9 National Social Security Fund 108 portfolio 43506130 0.86
10 China Construction Bank Corporation(601939) – Boshi theme industry mixed 28375104 0.56 Securities Investment Fund (LOF)
(II) related party transactions of the issuer
1. Add major related parties
According to the company law, listing rules, accounting standards for Business Enterprises No. 36 – disclosure of related parties and other relevant laws, regulations and normative documents, as well as the issuer’s 2021 semi annual report and other documents and instructions, the issuer’s new major related parties and their related relationships during the period from January 1, 2021 to June 30, 2021 are as follows:
Sn name of related party relationship
1. The issuer of Shanghai Electric Group Company Limited(601727) Group Steel Pipe Co., Ltd. is mainly a joint-stock enterprise
2. The issuer of Tianjin Steel Pipe Manufacturing Co., Ltd. is mainly a joint-stock enterprise
3. The issuer of Tianjin Tianguan Yuantong pipe products Co., Ltd. is mainly a joint-stock enterprise
4. The issuer of Tianjin Steel Pipe International Economic and Trade Co., Ltd. is mainly a joint-stock enterprise
5. The issuer of Tianjin steel pipe and Steel Trading Co., Ltd. is mainly a joint-stock enterprise
6. The issuer of Tianjin Tianguan Testing Technology Co., Ltd. is mainly a joint-stock enterprise
7. The issuer of Jiangsu Tianhui Steel Pipe Co., Ltd. is a major joint-stock enterprise
8 CITIC Centennial Asset Management Co., Ltd. and the issuer are controlled by CITIC Group
2. New related party transactions
According to the issuer’s semi annual report of 2021 and other documents and the issuer’s instructions, from January 1, 2021 to June 30, 2021, the issuer mainly added related party transactions, including selling goods, purchasing goods, providing labor services and services, receiving labor services and services, selling fixed assets, investing in construction in progress, related party leasing and related party guarantee, Related party capital lending and receivables and payables with related parties. Related party capital transactions include receivables and payables. For details, see “Annex I: main new related party transactions of the issuer” in this supplementary legal opinion.
(III) business of the issuer
According to the relevant business qualification certificates and instructions provided by the issuer, as of the issuance date of this supplementary legal opinion, the following business qualification certificates of the issuer and its subsidiaries have been renewed, as follows:
Serial number of business qualification type certificate of obligee validity period of issuing authority to
1 Wuxi special material water intake license d320206s2021-0004 Wuxi Huishan District Water Resources Bureau 2026.04.19
2 Qingdao special steel sewage discharge permit 913702005757897516 Qingdao Ecological Environment Bureau 2026.07.28 001p
3 Xinye special material port operation license (ehuangshi) port economic license 0008 Huangshi Transportation Bureau 2023.12.24
According to the relevant documents and written instructions provided by the issuer, as of the issuance date of this supplementary legal opinion, the validity period of some business qualification certificates of the issuer has expired, but the renewal procedures have not been handled. The details are as follows:
1. The water intake permit (Shuitou (Jiangshui) Zi [2016] No. a10880078) held by Yangzhou Port Authority expired on August 24, 2021. “Due to the covid-19 pneumonia epidemic, the renewal of the above certificates will be affected. The renewal will be handled in time after the epidemic is over.”
2. The notification on the filing of major hazard installations of hazardous chemicals (Ba E 420201 [2018] 003) held by zhongtexin chemical energy has expired on July 24, 2021, and zhongtexin chemical energy has submitted a new filing application to the Emergency Management Bureau of Xisaishan District, Huangshi City; Huangshi Xisaishan District Emergency Management Bureau has issued a written certificate that under the condition that the materials submitted by ZHONGTE Xinhua energy meet the requirements, it is expected that there is no substantive obstacle to obtaining the new filing certificate, and ZHONGTE Xinhua energy will not be subject to administrative punishment.
(IV) main property of the issuer
1. Foreign investment
According to the business license, articles of association and other materials of the issuer’s subsidiaries provided by the issuer, as of the issuance date of this supplementary legal opinion, the basic information of the issuer’s subsidiaries Taifu economic and trade, Hainan Xintai, Daye Co., Ltd., Xinye special materials and zhongtexin chemical energy has changed. The basic information after the change is as follows:
(1) CITIC Taifu special steel economic and Trade Co., Ltd
Name: CITIC Taifu special steel economic and Trade Co., Ltd
Address: 5 / F, No. 28, Expo Hall Road, China (Shanghai) pilot Free Trade Zone
Unified social credit Code: 9131010669420041xx
Legal representative: Qian Gang
Registered capital: 550 million yuan only
Company type: limited liability company (wholly owned by foreign-invested enterprise legal person)
Date of establishment: September 4, 2009
Business term: September 4, 2009 to September 3, 2039
Wholesale operation of coal, wholesale and agency of sales and procurement of special steel and required raw and auxiliary materials, import and export business of goods and technologies (if it does not involve state-owned trade management commodities, and if it involves quota and business scope license management commodities, it shall apply according to relevant national regulations), and provide information consultation
And technical services. [projects subject to approval according to law can be opened only after being approved by relevant departments
[business activities]
Ownership structure Citic Pacific Special Steel Group Co.Ltd(000708) holding 100%
(2) Hainan Xintai Material Technology Co., Ltd
Name: Hainan Xintai Material Technology Co., Ltd
Address: Hainan Ecological Software Park, high tech industry demonstration zone, Laocheng Town, Chengmai County, Hainan Province
B03-2F-R202
Unified social credit code 913101133014723004
Legal representative: Qian Gang
Registered capital: 420 million yuan only
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Date of establishment: May 20, 2014
Business term: May 20, 2014 to May 19, 2064
Licensed items: technology import and export; Import and export agency; Import and export of goods (items subject to approval according to law can only be carried out after approval by relevant departments) general items: New
