Citic Pacific Special Steel Group Co.Ltd(000708) : recommendation letter for public issuance of convertible corporate bonds and securities

Citic Securities Company Limited(600030)

Minmetals Securities Co., Ltd

about

Citic Pacific Special Steel Group Co.Ltd(000708)

Public issuance of convertible corporate bonds

of

Issuance recommendation

Co sponsor

2401, Minmetals finance building, 3165 North Block Road, Binhai Plaza (phase II), Haizhu community, Yuehai street, Nanshan District, Shenzhen, Guangdong

February, 2002

Statement

Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) and Minmetals Securities Co., Ltd. (hereinafter referred to as “Minmetals securities”) accept the entrustment of Citic Pacific Special Steel Group Co.Ltd(000708) , act as the joint sponsor of Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds, and issue a securities issuance recommendation letter for this public issuance of convertible corporate bonds.

In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) Relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business and the standards for the content and format of information disclosure by companies issuing securities No. 27 – issuance recommendation letter and issuance recommendation work report, as well as the relevant provisions of the CSRC, are honest, trustworthy, diligent and responsible, and in strict accordance with the business rules formulated according to law The issuance recommendation letter shall be issued according to the industry practice norms and ethical standards, and the authenticity, accuracy and integrity of the documents issued shall be guaranteed.

Unless otherwise specified in this issuance recommendation letter, relevant terms have the same meaning as in the prospectus for public issuance of convertible corporate bonds. Any discrepancy between the total count and the sum of the listed values in any table in this issuance recommendation letter is caused by rounding. Unless otherwise stated, all financial data in this issuance recommendation letter are the data of the issuer’s consolidated financial statements.

interpretation

In this issuance recommendation letter, unless the context otherwise requires, the following words have the following meanings:

Citic Pacific Special Steel Group Co.Ltd(000708) , issuer and company refer to Citic Pacific Special Steel Group Co.Ltd(000708)

Citic Securities Company Limited(600030) , the recommendation letter of Minmetals Securities Co., Ltd. on the issuance of China capital stock and the recommendation letter of this report on the public issuance of convertible corporate bonds by Taifu Special Steel Group Co., Ltd

Co sponsor refers to Citic Securities Company Limited(600030) and Minmetals Securities Co., Ltd

Citic Securities Company Limited(600030) means Citic Securities Company Limited(600030)

Minmetals securities refers to Minmetals Securities Co., Ltd

Prospectus refers to the prospectus for Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds

Company Law refers to the company law of the people’s Republic of China

Securities Law refers to the securities law of the people’s Republic of China

The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies

The administrative measures for recommendation refers to the administrative measures for the recommendation business of securities issuance and listing

Articles of association means the Citic Pacific Special Steel Group Co.Ltd(000708) articles of association

General meeting means Citic Pacific Special Steel Group Co.Ltd(000708) general meeting of shareholders

Board of directors means the Citic Pacific Special Steel Group Co.Ltd(000708) board of directors

Board of supervisors refers to the Citic Pacific Special Steel Group Co.Ltd(000708) board of supervisors

CSRC refers to the China Securities Regulatory Commission

Lawyer of the issuer refers to Beijing Jindu law firm

Credit rating agencies and united credit refer to United credit rating Co., Ltd

The reporting period refers to the period from January 1, 2018 to September 30, 2021

Common stock index A-share common stock

Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan

Section 1 basic information of this securities issuance

1、 Name of sponsor

The recommended sponsors are Citic Securities Company Limited(600030) and Minmetals Securities Co., Ltd. 2、 Sponsor’s designated sponsor representative, project coordinator and other project team members (I) Citic Securities Company Limited(600030)

Citic Securities Company Limited(600030) appoints Xue Wanbao and Kang Haoyu as the sponsor representatives of Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds; Appoint Lin Jiawei as the Project Co organizer of this issuance; Gao Shibo, Liao Xu, Qian Yunhao, Song Jie, Li Jiyao, Feng Ziqiang, Li Qiqi, Li Yongshen, Lin Kai, Xie Kaixin, Jin yipan, Yang Weihao and Chen Yinxuan are designated as members of the project team.

The main practice of the sponsor representative of this offering is as follows:

Xue Wanbao: Senior Vice President of Citic Securities Company Limited(600030) global investment banking management committee and sponsor representative. The projects I have been responsible for or participated in mainly include: Shenzhen Txd Technology Co.Ltd(002845) , Shenzhen Sunxing Light Alloys Materials Co.Ltd(603978) , Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) , Wetown Electric Group Co.Ltd(688226) IPO projects; Major asset restructuring projects such as Anhui Shenjian New Materials Co.Ltd(002361) , Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) , Dongfang Electric Corporation Limited(600875) , Guangzhou Baiyun Electric Equipment Co.Ltd(603861) , Beijing Highlander Digital Technology Co.Ltd(300065) ; Refinancing projects such as Guangzhou Automobile Group Co.Ltd(601238) non-public offering, Guangdong Hongda Blasting Co.Ltd(002683) non-public offering, Boji Medical Technology Co.Ltd(300404) non-public offering, Shenzhen Topraysolar Co.Ltd(002218) non-public offering, Guangzhou Baiyun Electric Equipment Co.Ltd(603861) convertible bonds, Hunan Valin Steel Co.Ltd(000932) convertible bonds; Debt payable projects of Sany group; Market oriented debt to equity swap projects such as China Cssc Holdings Limited(600150) , Hunan Valin Steel Co.Ltd(000932) ; Chongqing Iron & Steel Company Limited(601005) reorganization and reorganization project; Hunan Aerospace, SDIC hi tech, XCMG and other state-owned enterprise mixed reform projects. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record.

Kang Haoyu: current director of Citic Securities Company Limited(600030) global investment banking management committee, sponsor representative, Chinese certified public accountant (CPA), Chartered Financial Analyst (CFA).

The projects I have been responsible for or participated in mainly include: China Communications Construction Company Limited(601800) absorbing and merging H shares of road and bridge construction, returning to a shares, Western Region Gold Co.Ltd(601069) , Wayz Intelligent Manufacturing Technology Co.Ltd(688211) , Jiangsu Guotai International Group Co.Ltd(002091) splitting Ruitai new materials and other IPO projects; Major asset restructuring projects such as modern pharmaceutical, Jiangsu Changbao Steeltube Co.Ltd(002478) , Sinocare Inc(300298) , Maoye communication, By-Health Co.Ltd(300146) cross-border acquisition, COFCO real estate’s acquisition of H shares Grandjoy Holdings Group Co.Ltd(000031) , Enn Natural Gas Co.Ltd(600803) acquisition of H shares, ENN energy, China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) , Yantai Tayho Advanced Materials Co.Ltd(002254) reverse merger; Refinancing projects such as Pengxin International Mining Co.Ltd(600490) non-public offering, Toly Bread Co.Ltd(603866) convertible bonds, Guoyuan Securities Company Limited(000728) non-public offering. During the practice of recommendation business, it strictly abides by the relevant provisions such as the measures for the administration of recommendation business, and has a good practice record.

The main practices of the issuance co sponsors are as follows:

Lin Jiawei: Currently, he is the executive general manager of the Citic Securities Company Limited(600030) global investment banking management committee and the co head of the equipment manufacturing industry group. He was responsible for or participated in Hunan Valin Steel Co.Ltd(000932) 2020 convertible corporate bond project, Baoshan Iron & Steel Co.Ltd(600019) 2007 separate transaction convertible corporate bond project, Shanxi Taigang Stainless Steel Co.Ltd(000825) 2008 public additional offering project, Inner Mongolia Baotou Steel Union Co.Ltd(600010) 2013 non-public offering project, Zhongjin Gold Corp.Ltd(600489) 2016 allotment project, Xiangtan Electric Manufacturing Co.Ltd(600416) 2020 non-public offering project, etc.

(II) Minmetals securities

Minmetals securities designated Qiao Duan and Peng Sirui as the sponsor representatives of Citic Pacific Special Steel Group Co.Ltd(000708) public issuance of convertible corporate bonds; Ding Kai is designated as the Project Co organizer of this issuance; Qiao Duan, Peng Sirui, Yu Miao, Hu Jie, Wang Jianlin, Wei Wenbiao, MI Qiang, Ding Kai, Zou Jiahui, Wang Yating, Zhang Ziwei and Lin Xuanli are designated as members of the project team. The main practice of the sponsor representative of this offering is as follows:

Qiao Duan: sponsor representative, lawyer qualification, obtained a bachelor’s degree in law from Tsinghua University and a master’s degree in finance and corporate strategy from the Paris Institute of political science, France, presided over or participated in the completion of Hubei Energy Group Co.Ltd(000883) public issuance of corporate bonds in 2011 and 2015 and non-public issuance of shares in 2015, Hubei Xingfa Chemicals Group Co.Ltd(600141) non-public issuance of shares in 2009, 2012 and 2018 and the purchase of assets by issuing shares in 2014, Wuhan Dr Laser Technology Corp.Ltd(300776) initial public offering of shares, Changjiang Securities Company Limited(000783) subordinated bonds of securities companies in 2017, convertible bonds in 2018, short-term corporate bonds of securities companies in 2018, China Merchants Energy Shipping Co.Ltd(601872) non-public offering of shares in 2015, Chengdu Road & Bridge Engineering Co.Ltd(002628) non-public offering of shares in 2019, Minmetals Capital Company Limited(600390) non-public offering of preferred shares in 2020, In 2019, the non-public offering project Hubei Energy Group Co.Ltd(000883) backdoor Hubei SASAC of Hubei Sanhuan Co., Ltd., China Yangtze Power Co.Ltd(600900) financial consultant of the acquirer, financial consultant of Huangshi Dongbei Electric Appliance Co., Ltd. for tender offer, Wuhan Hanshang Group Co.Ltd(600774) for tender offer, etc. Qiao Duan has never been subject to any form of regulatory punishment by the CSRC.

Peng Sirui: sponsor representative, non practicing certified public accountant, lawyer qualification, master’s degree in accounting from Xiamen University, participated in Wuhan Dr Laser Technology Corp.Ltd(300776) initial public offering, Hunan Changyuan Lico Co.Ltd(688779) initial public offering, Chengdu Road & Bridge Engineering Co.Ltd(002628) 2019 non-public offering, Minmetals Capital Company Limited(600390) 2020 non-public offering of preferred shares, Peng Sirui has never been subject to any form of regulatory punishment by the CSRC.

The main practices of the issuance co sponsors are as follows:

Ding Kai: currently the executive general manager of Minmetals securities investment banking division. He was responsible for or participated in the initial public offering of shares of Shenzhen Emtek (Shenzhen) Co.Ltd(300938) Technology Co., Ltd., Minmetals Capital Company Limited(600390) 2020 non-public offering of preferred shares, Chengdu Road & Bridge Engineering Co.Ltd(002628) 2019 non-public offering of shares, Changjiang Securities Company Limited(000783) 2017 subordinated bond project of securities company, 2018 Changjiang Securities Company Limited(000783) short-term corporate bond project, etc. 3、 Issuer information

(I) basic information of the company

Issuer: Citic Pacific Special Steel Group Co.Ltd(000708)

Registered address: No. 316, Huangshi Avenue, Huangshi City

Date of establishment: May 18, 1993

Legal representative: Qian Gang

Office address: building Citic Pacific Special Steel Group Co.Ltd(000708) 1, Changshan Avenue, Jiangyin, Wuxi, Jiangsu

Stock Code: 000708

Registered capital: 5047.143433 million yuan

Postal Code: 435001

Tel.: 0510-80673288

Fax: 0510-86196690

Steel smelting, steel rolling, metal restructuring, calendering, steel material testing; Manufacturing of billet, ingot, steel and metal products; Operation and construction of ports and docks; Manufacturing and repair of machinery, instruments and electrical appliances; Gas industry gas manufacturing and supply (limited to manufacturing and supply in the plant); Produce, process and sell black and non-ferrous metal materials, high-temperature alloy materials, iron ore and corresponding industrial auxiliary materials, and undertake incoming material processing business; Research and development and technical services of ferrous and non-ferrous metal materials, steel structural parts and their auxiliary materials; Processing, manufacturing and installation of steel structures; Storage (excluding dangerous goods); Business scope: production and sales of oxygen, nitrogen, argon, liquid oxygen and liquid nitrogen chemical products (limited to sales in the factory); Import and export of goods or technologies (except for goods and technologies restricted or prohibited by the state); Set up scientific research and development centers in China to engage in technical services, technology transfer and technical consultation in the field of new materials and energy-saving technologies; Research and development of new materials, devices and components, process design and planning related to the development of new materials; Wholesale and agent the sales and procurement of special steel and required raw materials. (for projects involving licensed business, business activities can only be carried out with the permission of relevant departments) (for projects subject to approval according to law, business activities can only be carried out with the approval of relevant departments)

Type of securities issuance: public issuance of convertible corporate bonds

(II) equity of the issuer

1. Shares

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