Beijing Junzhi law firm
Supplementary legal opinion on Hebei Jinniu Chemical Industry Co.Ltd(600722) acquisition report (I)
Jun Zhi FA Zi No. 20220391
11 / F, block B, Global trade center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013
Tel: 0105221323601052213237
Website: www.junzhilawyer.com com.
Beijing Junzhi law firm
On Hebei Jinniu Chemical Industry Co.Ltd(600722) acquisition Report
Supplementary legal opinion (I)
Jun Zhi FA Zi No. 20220391: Jizhong Energy Resources Co.Ltd(000937)
Beijing Junzhi law firm (hereinafter referred to as "Junzhi") accepts the entrustment of Jizhong Energy Resources Co.Ltd(000937) (hereinafter referred to as " Jizhong Energy Resources Co.Ltd(000937) " or "purchaser"), in accordance with the securities law of the people's Republic of China (hereinafter referred to as "Securities Law") and the company law of the people's Republic of China (hereinafter referred to as "company law") The measures for the administration of the acquisition of listed companies (hereinafter referred to as the "measures for the administration of acquisition"), the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies (hereinafter referred to as the "No. 16 standard") and other laws and administrative regulations This supplementary legal opinion is issued in accordance with the relevant provisions of departmental rules and other normative documents (hereinafter referred to as "laws and regulations") and the inquiry letter of Shenzhen Stock Exchange.
On February 18, 2022, the firm issued the legal opinion of Beijing Junzhi law firm on Hebei Jinniu Chemical Industry Co.Ltd(600722) acquisition report and the legal opinion of Beijing Junzhi law firm on Jizhong Energy Resources Co.Ltd(000937) exemption from share increase by offer (hereinafter collectively referred to as the "original legal opinion")
According to the requirements of the inquiry letter on Jizhong Energy Resources Co.Ltd(000937) issued by Shenzhen Stock Exchange on February 18, 2022 (inquiry letter [2022] No. 19 of the company department, hereinafter referred to as the "inquiry letter"), the exchange has checked the legal issues involved in China, And issued the supplementary legal opinion (I) of Beijing Junzhi law firm on Hebei Jinniu Chemical Industry Co.Ltd(600722) acquisition report (hereinafter referred to as "the supplementary legal opinion")
This supplementary legal opinion is a supplement to the original legal opinion and forms an integral part of the legal opinion issued by the exchange.
The statements, premises and assumptions made by the firm and its lawyers to issue the original legal opinion are also applicable to this supplementary legal opinion. Unless otherwise specified, the words or abbreviations used in this supplementary legal opinion have the same interpretation as those used in the original legal opinion.
In order to issue this legal opinion, we and our lawyers have consulted the documents that must be consulted for the issuance of this legal opinion in accordance with the provisions of the current laws and regulations of the people's Republic of China and in accordance with the business standards, ethics and diligence recognized by the Chinese lawyer industry.
The exchange issues legal opinions in accordance with the facts that have occurred or existed before the date of issuance of this legal opinion, the current laws and regulations of China and the relevant provisions of China Securities Regulatory Commission (hereinafter referred to as "CSRC").
The exchange only gives opinions on the relevant legal matters of the inquiry letter, and does not give opinions on professional matters such as accounting and auditing. The quotation of some data, opinions and conclusions in professional reports such as audit reports and evaluation reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data, opinions and conclusions.
The issuance of this legal opinion has been guaranteed by Jizhong Energy Resources Co.Ltd(000937) :
1. It has provided the original written materials, copy materials, photocopy materials, instructions, commitment letters or certificates required by this legal opinion to the exchange;
2. The documents and materials provided to the exchange are true, accurate, complete and effective without any concealment, omission, falsehood or misleading; If the document is a copy or copy, it shall be consistent with the original or the original. For the fact that this legal opinion is very important and cannot be supported by independent evidence, the exchange relies on the supporting documents issued by relevant government departments, purchasers or other relevant units to issue this legal opinion.
The firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence, good faith and full verification in accordance with the provisions of the securities law, the measures for the administration of securities legal business of law firms, the rules for the practice of securities legal business of law firms (for Trial Implementation) and the facts that have occurred or exist before the date of issuance of this legal opinion, Ensure that the facts identified in this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the necessary legal document for this acquisition and bear corresponding legal liabilities for the legal opinion issued in accordance with the law.
The firm and its lawyers have verified and verified the relevant documents and facts provided by the relevant parties to the acquisition in accordance with the business standards, ethics and diligence recognized by the lawyer industry, and now issue the following legal opinions: Question 1 of the inquiry letter
1. The business scope of the subject company mainly includes acetylene, hydrogen chloride gas, chloroacetylene, hydrochloric acid manufacturing, house leasing and other businesses. Please explain to your company:
(1) Whether the built, under construction and proposed projects of the target company belong to "high energy consumption and high emission" projects, whether the energy efficiency level of relevant projects reaches China's advanced value, whether they meet the relevant national or local policy requirements and implementation, whether they need to comply with the procedures and performance of approval, approval and filing of relevant competent departments. Lawyers are requested to check the above matters and express clear opinions.
reply:
(I) verification process
With regard to the matters mentioned in the title, our lawyers have performed the following verification procedures:
1. Refer to the letter of the general office of the national development and Reform Commission on clarifying matters related to the implementation of phased power cost reduction policies issued by the national development and Reform Commission on February 26, 2020 and the guidance on strengthening the prevention and control of ecological environment sources of high energy consumption and high emission construction projects (EIA [2021] No. 45) issued by the Ministry of ecology and environment on February 30, 2021 to confirm that high energy consumption List of high emission industries; According to the notice on opinions on strengthening statistics on climate change issued by the national development and Reform Commission and the National Bureau of statistics on May 20, 2013; Benchmark level and benchmark level of energy efficiency in key areas of high energy consuming industries (2021 version) issued by the national development and Reform Commission and implemented from January 1, 2022; The Guiding Catalogue for industrial structure adjustment (2019 version) revised and issued by the national development and Reform Commission; Notice on printing and distributing the special scheme for implementing more stringent energy consumption quota standards for high energy consuming industries issued by Hebei Provincial Development and Reform Commission on September 25, 2018; The general office of the Ministry of ecology and environment issued the comprehensive directory of environmental protection (2021 version) on November 2, 2021.
2. Refer to the national standard of the people's Republic of China (GB 294364-2015) and key standards for high energy consuming industries
Advanced value and energy efficiency benchmark level of energy efficiency benchmark level and benchmark level in the field (2021 Edition);
3. Consult the relevant approval, approval, filing and other documents of the target company and the built project, and report to the target company
The company confirms that there are no "high energy consumption and high emission" projects under construction or proposed.
(II) verification conclusion
1. Whether the built, under construction and proposed projects of the target company belong to "high energy consumption and high emission" projects
As of the date of this supplementary legal opinion, the main projects built by the subject company are 200000 t / a methanol projects
Therefore, the project is not a "high energy consumption and high emission" project, and its basic information is as follows:
The main construction site of the project is approved by the competent department and approved by the environment. The name of the total construction investment number, product status and scale
Hebei Provincial Development Plan
Committee Hebei Environmental Protection Bureau 4963420 Xingtai County (Xiangji Jigong industry [2003] Jihuan Guan [2004] No. 126 methanol district with 200000 yuan and 10000 tons) Yanjia 628 million tons (actual / development and reform of West Xingtai City, Tunzhen village / Hebei Provincial Environmental Protection Department / annual 63000 methanol leather Committee jhy [2009] No. 248 million yuan) prepared by Xing FA Gai approval
[2008] No. 103
As of the date of issuance of this supplementary legal opinion, the subject company does not involve "high energy consumption and high emission"
Projects under construction and proposed projects.
According to the notice of the general office of the national development and Reform Commission issued by the national development and Reform Commission on February 26, 2020
Letter on confirming the implementation of phased power cost reduction policies and guidelines for Industry Classification of listed companies
(revised in 2012), high energy consuming industries include: 1) petroleum, coal and other fuel processing industry (C25);
2) Chemical raw materials and chemical products manufacturing (C26); 3) Non metallic mineral products industry (C30); 4）
Ferrous metal smelting and rolling processing industry (C31); 5) Nonferrous metal smelting and rolling processing industry (C32);
6) Power and heat production and supply industry (D4) Hebei Jinniu Chemical Industry Co.Ltd(600722) the methanol project belongs to "C26 chemical raw materials"
And chemical manufacturing.
According to the report on strengthening "high energy consumption and high emission" issued by the Ministry of ecological environment on May 30, 2021
Guiding opinions on the source prevention and control of ecological environment of construction projects, "two high" refers to "high energy consumption and high emission",
"Two high" projects are temporarily divided into six lines: coal power, petrochemical, chemical industry, iron and steel, non-ferrous metal smelting and building materials
For industry category statistics, if there are clear provisions on the scope of "two high" countries in the follow-up, their provisions shall prevail.
According to the notice on strengthening the statistical work on climate change issued by the national development and Reform Commission and the National Bureau of statistics on May 20, 2013, the high emission industries listed in the notice are: 1) coal production enterprises; 2) Oil and gas exploration, production and processing enterprises; 3) Thermal power enterprises; 4) Iron and steel enterprises. According to the benchmark level and benchmark level of energy efficiency in key areas of high energy consuming industries (2021 version) issued by the national development and Reform Commission and implemented from January 1, 2022, the methanol industry belongs to the key areas of "high energy consumption and high emission".
According to the restrictions in the Guiding Catalogue for industrial structure adjustment (2019 version) revised and issued by the national development and Reform Commission, the coal to methanol production plant with a capacity of less than 1 million tons / year is a restricted project. The manufacturing process of 200000 tons / year methanol of the target company is methanol from coke oven gas, not traditional coal to methanol, Therefore, the 200000 t / a methanol project of the company does not belong to the national restricted and eliminated projects.
According to the notice on printing and Issuing the special scheme for implementing more stringent energy consumption quota standards for high energy consuming industries issued by Hebei Provincial Development and Reform Commission on September 25, 2018, a list of energy consumption quota standards formulated for six high energy consuming industries in Hebei Province is listed, which does not involve the project of coke oven gas to methanol.
According to the comprehensive list of environmental protection (2021 version) issued by the general office of the Ministry of ecology and environment on November 2, 2021, the process products of coke oven gas to methanol are not included in the list of products with "high pollution and high environmental risk".
In conclusion, our lawyers believe that although the subject company belongs to the industry of "high energy consumption and high emission", its 200000 t / a methanol project manufacturing process is coke oven gas to methanol, not traditional coal to methanol, and does not belong to the project of "high energy consumption and high emission" in violation of laws and regulations related to energy conservation and environmental protection.
2. Whether the energy efficiency level of relevant projects reaches the advanced value of China
According to the national standard of the people's Republic of China GB 294364-2015, the advanced value of energy consumption per unit product of coke oven gas to methanol enterprises is that the comprehensive energy consumption per unit product of methanol is ≤ 1300 (kgce / T). In addition, according to the regulations of benchmark level and benchmark level of energy efficiency in key areas of high energy consumption industry (2021 Edition), although there is no standard for the process of coke oven gas to methanol, the highest benchmark level of energy efficiency in methanol industry is that the comprehensive energy consumption per unit product of methanol is ≤ 1250 (kgce / T).
According to the data provided by the target company, the actual energy consumption of the target company's 200000 t / a methanol project is 1237 (kgce / T) per ton of products in 2020 and 1120 (kgce / T) in 2021. Compared with the advanced value and energy efficiency benchmark level stipulated by the state, its energy efficiency value is at the advanced level.
In conclusion, our lawyers believe that the 200000 t / a methanol project of the subject company has reached the advanced value level of China.
3. Whether it meets the relevant national or local policy requirements and implementation, whether it is necessary to perform the procedures and implementation of examination and approval, approval and filing of relevant competent departments
Construction of 200000 t / a methanol project of the target company
