T&C Law Firm
about
Hengyi Petrochemical Co.Ltd(000703)
Public issuance of A-share convertible corporate bonds
Supplementary legal opinion (IV)
T&C Law Firm
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T&C Law Firm
About Hengyi Petrochemical Co.Ltd(000703)
Public issuance of A-share convertible corporate bonds
Supplementary legal opinion (IV)
No.: tcyjs2022h0177 to: Hengyi Petrochemical Co.Ltd(000703)
Zhejiang Tiance law firm (hereinafter referred to as "the firm") has accepted the entrustment of Hengyi Petrochemical Co.Ltd(000703) (hereinafter referred to as "the issuer" or "the company") as the special legal adviser of the issuer for the public offering of A-share convertible corporate bonds to provide legal services for the issuer, And has issued the legal opinion of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds (hereinafter referred to as the "legal opinion") numbered "tcyjs2021h1338" The supplementary legal opinion of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds (hereinafter referred to as the "supplementary legal opinion") numbered "tcyjs2021h1671" The supplementary legal opinion (II) of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds (hereinafter referred to as the "supplementary legal opinion (II)"), numbered "tcyjs2021h1841" The supplementary legal opinion (III) of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds (hereinafter referred to as the "supplementary legal opinion (III)"), numbered "tcyjs2022h0137" Zhejiang Tiance law firm's lawyer work report on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds (hereinafter referred to as "lawyer work report") numbered "tclg2021h1538", and Zhejiang Tiance law firm's special verification report on matters related to Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds numbered "tclg2021h1896", And the special verification report of Zhejiang Tiance law firm on the real estate business of Hengyi Petrochemical Co.Ltd(000703) public issuance of A-share convertible corporate bonds, numbered "tclg2021h2076".
In accordance with the letter on the preparation of the Hengyi Petrochemical Co.Ltd(000703) public offering of convertible bonds issuance and examination committee meeting issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the requirements of subsequent verification matters, the lawyers of the firm checked the relevant matters of the issuer and issued this supplementary legal opinion (hereinafter referred to as the "supplementary legal opinion").
Unless otherwise defined in this supplementary legal opinion or in the context, the issuance basis, lawyer's statement, interpretation and explanation and other relevant contents described in the legal opinion, supplementary legal opinion, supplementary legal opinion (II), supplementary legal opinion (III) and lawyer's work report are applicable to this supplementary legal opinion.
Text
Question 1
About long-term equity investment. The applicant has a large amount of long-term equity investment. Among the invested enterprises, the businesses of Hengyi caprolactam, Yisheng new materials, Dalian Yisheng, Hainan Yisheng, Hangzhou Jingxin Supply Chain Management Co., Ltd. and Dongzhan shipping are consistent with or closely related to the applicant's main business. Please explain: (1) the investment time, background and process of the above six companies, the situation of other shareholders and their actual controllers of the invested company, the production, operation and financial situation during the reporting period, and the reason and rationality of taking shares rather than holding shares when the invested company is consistent with or closely related to the applicant's main business, Whether such investments may still be added in the future; (2) Whether the above-mentioned companies have horizontal competition with the applicant and the raised investment project, whether customers and suppliers coincide, and how to reasonably allocate business opportunities and interests between the applicant and the invested company; (3) The reasons and background for providing entrusted loans and guarantees to Yisheng new materials, whether other shareholders of Yisheng new materials provide the same support, if not, please explain the reasons, and whether other invested companies other than Yisheng new materials have the same or similar problems; (4) Whether there are other enterprises under the controlling shareholder and actual controller of the applicant that are consistent with or closely related to the applicant's main business, whether there is a plan or timetable for integration into the applicant, if not, how to protect the legitimate rights and interests of the applicant from damage. The sponsor and the applicant's lawyer shall explain the verification basis and process, and express clear verification opinions.
reply:
1、 The investment time, background and process of the above six companies, the situation of other shareholders of the invested company and their actual controllers, the production, operation and financial situation during the reporting period, the reasons and rationality of taking shares rather than holding shares when the invested company is consistent with or closely related to the applicant's main business, and whether such investments may still be added in the future.
(I) investment time, background and process of the above six companies, other shareholders of the invested company and their actual controllers, production, operation and financial status during the reporting period
1. Basic information of the above six companies
The investment time, background and process of the above six companies, other shareholders of the invested company and their actual controllers are as follows:
Sequence: shareholding ratio of existing shareholders of the company, upper shareholders and No. name, investment background, name of investment process example, actual controller
Sequence: shareholding ratio of existing shareholders of the company, upper shareholders and No. name, investment background, name of investment process example, actual controller
Hengyi caprolactam main business
We are responsible for the production of caprolactam
sale.
Caprolactam is the main raw material of nylon Hengyi Petrochemical Co.Ltd(000703) . The issuer is set up 1. The company was established by Hengyi Co., Ltd. in 2008, with 50.00% of Hengyi Co., Ltd
It was established on January 10 with the registered capital of Qiu Jianlin at the time of establishment
The main purpose of establishing the company is to set the capital at 1 million yuan (June 2011)
Expand the chemical fiber industry chain of the company. Change to 60 million yuan).
Hengyi caprolactam was originally Hengyi
A wholly-owned subsidiary of Hengyi Co., Ltd., cited 2. On September 15, 2011, Hengyi Co., Ltd
1. The company has signed a joint venture agreement with China Petroleum & Chemical Corporation(600028) , which will be signed by China
Into Petrochina Company Limited(601857) Chemical Co., Ltd
China Petrochemical invested 60 million yuan and held shares
Ltd., Hengyi Co., Ltd. holds the remaining 50%
(600028. Sh, the following simple equity. In February 2021, among the shareholders of the company
Said " China Petroleum & Chemical Corporation(600028) ") as Sinopec BA China Petroleum & Chemical Corporation(600028) , the strategic of caprolactam project is changed from Sinopec to China Petroleum & Chemical Corporation(600028) subordinate Zhongling Petrochemical state owned petrochemical Baling Petrochemical Co., Ltd. of the State Council. 50%
Cooperative shareholders to accelerate the construction of assets supervision and management projects of the company and strengthen the stability of the production and operation of the management committee.
1. The company was established in November 2017
On the 27th, the registered capital at the time of establishment was
100 million yuan, including Rongsheng Petro Chemical Co.Ltd(002493) recognition
Yisheng new materials paid 500 million yuan for its main business, accounting for Rongsheng Petro Chemical Co.Ltd(002493) of the company's registered capital and 51.00% of CICC
For the production and sales of PTA. 50% (the subsequent shareholder was changed to Rong Shengshi, Li Shuirong)
In order to expand the main business PTA (subordinate to CICC); Hengyi Limited
For the investment of business, the decentralized investment shall pay 500 million yuan, accounting for the registered capital of the company
Yisheng risk, optimize 50% of industrial chain synergy.
New material effect and improve the company's profit. 2. On October 25, 2019, the company
two
The registered capital of the company and its industry partners increased by 1 million yuan
Material Rongsheng Petro Chemical Co.Ltd(002493) Co., Ltd. and CICC Petrochemical subscribed for a capital increase of 500 million yuan,
Company (002493.sz), the following Hengyi Co., Ltd. subscribed for a capital increase of 500 million yuan,
Hereinafter referred to as " Rongsheng Petro Chemical Co.Ltd(002493) ") the registered capital of the company has increased to 2 million yuan, Hengyi Co., Ltd. Hengyi Petrochemical Co.Ltd(000703) , 49.00%
With investment in Ningbo Xinyuan. Qiu Jianlin
Build PTA plant. 3. On July 7, 2021, Hengyi Co., Ltd
Transfer 1% equity of Yisheng new materials to China
Jinpetrochemical, after the completion of the above equity transfer
The shareholding structure of the company is changed to: CICC petrochemical
Sequence: shareholding ratio of existing shareholders of the company, upper shareholders and No. name, investment background, name of investment process example, actual controller
Holding 51%, Hengyi Co., Ltd. holding 49%.
4. In January 2022, Yisheng New Material Co., Ltd
Increase the registered capital by 1 billion yuan
Jinpetrochemical has subscribed for a capital increase of 510 million yuan
Yi Co., Ltd. subscribed for a capital increase of 490 million yuan, public
Division registration
