Beijing Jindu law firm
About Tongyu Heavy Industy Co.Ltd(300185)
Supplementary legal opinion on issuing convertible corporate bonds to unspecified objects (3) to: Tongyu Heavy Industy Co.Ltd(300185)
Beijing Jindu law firm (hereinafter referred to as the firm) is entrusted by Tongyu Heavy Industy Co.Ltd(300185) (hereinafter referred to as the company or the issuer) to act as the special legal adviser for the issuer to issue convertible corporate bonds to unspecified objects (hereinafter referred to as the issuance). In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the company law of the people’s Republic of China (hereinafter referred to as the company law) and the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the measures for the administration of the registration of initial public offerings on the GEM) The measures for the administration of securities legal business of law firms (hereinafter referred to as the measures for the administration of securities legal business), the rules for the practice of securities legal business of law firms (for Trial Implementation) (hereinafter referred to as the rules for the practice of securities legal business) The people’s Republic of China (hereinafter referred to as China, for the purpose of this supplementary legal opinion, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan region), such as the rules for the preparation and reporting of information disclosure by public securities companies No. 12 – legal opinions and lawyers’ work report on public securities issuance (hereinafter referred to as the rules for the preparation and reporting of No. 12) According to the current effective laws, administrative regulations, rules and normative documents and the relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the CSRC), the exchange has issued the legal opinion of Beijing Jindu law firm on Tongyu Heavy Industy Co.Ltd(300185) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the legal opinion) on October 22, 2021 The lawyer work report of Beijing Jindu law firm on Tongyu Heavy Industy Co.Ltd(300185) issuing convertible corporate bonds to unspecified objects (hereinafter referred to as the lawyer work report) issued the supplementary notice of Beijing Jindu law firm on Tongyu Heavy Industy Co.Ltd(300185) issuing convertible corporate bonds to unspecified objects on November 22, 2021
The supplementary legal opinion (I) (hereinafter referred to as the supplementary legal opinion (I)) issued the supplementary legal opinion (II) of Beijing Jindu law firm on Tongyu Heavy Industy Co.Ltd(300185) issuing convertible corporate bonds to unspecified objects on December 3, 2021 (hereinafter referred to as the supplementary legal opinion (II)). Whereas the listing audit center of Shenzhen Stock Exchange issued the second round of audit inquiry letter on Tongyu Heavy Industy Co.Ltd(300185) application for issuance of convertible corporate bonds to unspecified objects (audit letter [2021] No. 020315, hereinafter referred to as the audit inquiry letter) to the Issuer on December 29, 2021, now in accordance with the relevant matters involved in the audit inquiry letter, Issue this supplementary legal opinion.
This supplementary legal opinion supplements and forms an integral part of the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II) issued by the exchange. The premises and assumptions of legal opinions in the legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II) of the exchange are also applicable to this supplementary legal opinion. The terms and abbreviations used in this supplementary legal opinion have the same meanings as those used in legal opinion, lawyer work report, supplementary legal opinion (I) and supplementary legal opinion (II).
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 exchange agrees to take this supplementary legal opinion as a necessary legal document for the issuer to apply for this issuance, report it together with other materials, and bear corresponding legal liabilities. The exchange agrees that the issuer may quote the relevant contents of this supplementary legal opinion in the prospectus prepared by it for this offering or in accordance with the examination requirements of the CSRC, but the issuer shall not cause legal ambiguity or misinterpretation due to the quotation.
In accordance with the business standards, ethics and diligence recognized by the lawyer industry, we hereby issue the following supplementary legal opinions:
1、 4 According to the application documents, the business scope of Shandong Yucheng Xinyuan Thermal Power Co., Ltd. (hereinafter referred to as Xinyuan thermal power), the holding subsidiary of the issuer, is power production, industrial and civil heating, compressed air (excluding hazardous chemicals) pipeline transportation, and the production and sales of cemented carbide products (excluding hazardous chemicals). Xinyuan thermal power is a key pollutant discharge unit announced by the environmental protection department.
The issuer is requested to supplement: (1) whether the main business of Xinyuan thermal power belongs to the eliminated and restricted industries in the Guiding Catalogue for industrial structure adjustment (2019 version), whether it belongs to backward production capacity and whether it complies with the national industrial policy; (2) Whether Xinyuan thermal power meets the requirements of dual control of energy consumption in the project location, and whether it has obtained the review opinions on energy conservation of fixed asset investment projects as required; (3) Whether the main business of Xinyuan thermal power is a coal consumption project in the key areas of air pollution prevention and control. According to Article 90 of the law on air pollution prevention and control, the new, reconstructed and expanded coal projects in the key areas of national air pollution prevention and control shall be replaced by the same amount or reduction of coal, and whether the issuer has fulfilled the corresponding requirements for the replacement of the same amount or reduction of coal; (4) Whether Xinyuan thermal power is located in the high pollution fuel no combustion zone designated by the local urban people’s governments according to the catalogue of high pollution fuels; if so, whether it plans to burn corresponding types of high pollution fuels in the no combustion zone; (5) Whether Xinyuan thermal power needs to obtain the pollutant discharge permit, if so, whether it has been obtained, if not, explain the current handling progress, whether there are legal obstacles to subsequent acquisition, and whether it violates the provisions of Article 33 of the regulations on the administration of pollutant discharge permits; (6) Whether the products produced by Xinyuan thermal power belong to the products with high pollution and high environmental risk specified in the product list of “high pollution and high environmental risk” (2017 Edition); (7) Xinyuan thermal power involves the specific links of environmental pollution, the names and emissions of main pollutants, the environmental protection measures taken, the corresponding capital sources and amounts, and whether the main treatment facilities and treatment capacity can match the pollution generated after the implementation of the raised investment project.
The sponsor and the issuer’s lawyer shall check and express clear opinions.
reply:
(i) Whether the main business of Xinyuan thermal power belongs to the eliminated and restricted industries in the Guiding Catalogue for industrial structure adjustment (2019 version), whether it belongs to backward production capacity and whether it complies with national industrial policies;
According to the business license and the issuer’s instructions provided by the issuer, as of September 30, 2021, Xinyuan thermal power is a holding subsidiary of the issuer. The business scope of Xinyuan thermal power is power production, industrial and civil heating, compressed air (excluding hazardous chemicals) pipeline transmission, and cemented carbide products (excluding hazardous chemicals) production and sales. Xinyuan thermal power is mainly engaged in cogeneration business, providing the production and sales of heat and electricity in Yucheng, De Zhou City, Shandong Province.
According to the industrial classification of national economy (GB / t4754-2017) and the guidelines for industrial classification of listed companies (revised in 2012), the main business industry of Xinyuan thermal power is “d44 power and heat production and supply industry”, which is the industry of “back pressure (back pumping) cogeneration” and “biomass direct combustion” in the Guiding Catalogue for industrial structure adjustment (2019 Edition), It is an encouraged industry, not a restricted or eliminated industry, and not a backward production capacity.
According to the reply on the environmental impact report of Yucheng Xinyuan thermoelectric biomass comprehensive utilization demonstration project (LHS [2005] No. 198) and the reply on the environmental impact report of back pressure cogeneration heating project of Shandong Yucheng Xinyuan thermoelectric Co., Ltd. (LHS [2017] No. 12) Reply to the environmental impact report of phase II biomass comprehensive utilization project of Shandong Yucheng Xinyuan Thermal Power Co., Ltd. (yhr [2018] No. 8), reply to the environmental impact report of 320t / h standby boiler project of Shandong Yucheng Xinyuan Thermal Power Co., Ltd. (yhr [2019] No. 4), The existing projects of Xinyuan thermal power meet the requirements of national industrial policies. In addition, according to the reply on agreeing to implement the special urban heating planning of Yucheng City (YZZ [2014] No. 47) and the reply on agreeing to implement the urban cogeneration planning of Yucheng City (2016-2020) (YZZ [2016] No. 61) of Yucheng Municipal People’s government, Xinyuan thermal power has been listed as the planned central heating source, The thermal power production and operation of Xinyuan is in line with the industrial policy and planning of the local government.
（2） Whether Xinyuan thermal power meets the requirements of dual control of energy consumption in the project location, and whether it has obtained the review opinions on energy conservation of fixed asset investment projects as required;
According to the project filing, EIA reply, energy conservation review and other materials provided by the issuer and the issuer’s description, as of September 30, 2021, Xinyuan thermal power has four 75t biomass boilers, one 320t pulverized coal boiler and one 320t standby pulverized coal boiler. Xinyuan cogeneration boilers have been filed and approved for environmental impact assessment, which comply with energy-saving review regulations and national industrial policies. The details are as follows:
Name of the project to be filed at the time of filing filing filing No. EIA energy conservation review
Inter unit
Comprehensive utilization of biomass
2005 demonstration project (2 sets of Xinyuan Luji foundation Luhuan audit)
February 75t biomass boiler thermoelectric [2005] No. 64 [2005] 198 biomass project does not need to be equipped with a 15MW boiler
Generator set)
2017 back pressure cogeneration power supply Xinyuan dfghhz lhsgns [2017] No. 16
August heat project (320 ton thermoelectric [2017] No. 27 [2017] No. 12)
1 set of pulverized coal boiler
30MW back pressure generator
Motor set)
Phase II biomass synthesis
2018 utilization project (2 sets of Xinyuan Defa Gehe Zi Yuhuan report)
In December, the 75t biomass boiler thermal power [2018] No. 69 [2018] 8 biomass project does not need to be equipped with a 15MW boiler
Generator set)
320t / h standby boiler
2019 project (320 tons) back pressure cogeneration heating project in Yuhuan report of beixinyuan
The pulverized coal boiler is used, the standby boiler for the purpose of 2019-371482-44-document [2019] 4 is not added, and the coal consumption of thermoelectricity No. 03-018149 in April is not added, so it is not necessary to handle
Quantity)
In November 2017, Shandong development and Reform Commission issued the review opinions on the energy saving report of back pressure cogeneration heating project of Shandong Yucheng Xinyuan Thermal Power Co., Ltd. (lfgns [2017] No. 16), and agreed with the energy saving report of the project in principle. Xinyuan thermal power project eliminated the original 3 × 75t / h boiler, construction 1 × 320 T / h high temperature and high pressure pulverized coal boiler + 1 × 30 MW back pressure steam turbine generator set.
In April 2019, Xinyuan thermal power filed a new 320t / h pulverized coal boiler as a standby boiler, mainly to ensure the continuity and stability of heat source supply in case of maintenance and failure of the original boiler. According to the reply on the environmental impact report of 320t / h standby boiler project of Shandong Yucheng Xinyuan Thermal Power Co., Ltd. (Yuhuan report [2019] No. 4) issued by Yucheng Environmental Protection Bureau, the project is used as a standby boiler in the existing back pressure cogeneration heating project without additional coal consumption. The project has obtained the Filing Certificate of construction projects in Shandong Province (2019-371482-44-03-018149), which meets the requirements of national industrial policies. Therefore, there is no new coal consumption in the project, and there is no need to further obtain the approval of energy conservation review.
According to the notice of the national development and Reform Commission on printing and distributing the catalogue of industries not subject to separate energy conservation review (fghzg [2017] No. 1975), “biomass energy” projects belong to the projects listed in the catalogue of industries not subject to separate energy conservation review, and the energy conservation review authority will no longer conduct separate energy conservation review on such projects and issue energy conservation review opinions. Therefore, Xinyuan thermoelectric biomass project does not need to perform energy-saving review procedures and obtain energy-saving review opinions.
（3） Whether the main business of Xinyuan thermal power is a coal consumption project in the key areas of air pollution prevention and control. According to Article 90 of the law on air pollution prevention and control, the new, reconstructed and expanded coal projects in the key areas of national air pollution prevention and control shall be replaced by the same amount or reduction of coal, and whether the issuer has fulfilled the corresponding requirements for the replacement of the same amount or reduction of coal;
According to the three-year action plan for winning the blue sky Defense War (GF [2018] No. 22), we will continue to carry out air pollution prevention and control actions focusing on Beijing, Tianjin, Hebei and surrounding areas, the Yangtze River Delta, Fenwei plain and other areas (hereinafter referred to as key areas). Key areas include Jinan, Zibo, Jining, Dezhou, Liaocheng, Binzhou and Heze in Shandong Province, Zhengzhou, Kaifeng, Anyang, Hebi, Xinxiang, Jiaozuo and Puyang in Henan Province. Xinyuan thermal power is located in Yucheng City, Dezhou City, so it is a coal consumption project in the key area of air pollution prevention and control. According to Article 90 of the law on the prevention and control of air pollution, new, reconstructed and expanded coal projects in key areas for the prevention and control of air pollution shall be replaced by the same amount or reduction of coal. According to Article 10 of the measures for the alternative management of coal consumption reduction of coal consumption projects in Shandong Province (lfghhz [2018] No. 671), the proposed coal consumption project unit shall prepare a coal consumption plan
