T&C Law Firm
about
Hengyi Petrochemical Co.Ltd(000703)
Public issuance of A-share convertible corporate bonds
Special verification report on real estate business
Tianji law firm
11 / F, block a, Huanglong Century Plaza, No. 1, Hangda Road, Hangzhou, Zhejiang 310007
Tel: 0571 8790 1111 Fax: 0571 8790 1500
http://www.tclawfirm.com.
T&C Law Firm
About Hengyi Petrochemical Co.Ltd(000703)
Public issuance of A-share convertible corporate bonds
Special verification report on real estate business
No.: tclg2021h2076 to: China Securities Regulatory Commission
Zhejiang Tiance law 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 for the issuer’s public offering of A-share convertible corporate bonds to provide legal services for the issuer’s current offering, It 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” and the supplementary legal opinion of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds numbered “tcyjs2021h1671” The lawyer’s work report of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) public offering of A-share convertible corporate bonds (hereinafter referred to as “lawyer’s work report”) numbered “tclg2021h1538” and the lawyer’s work report of Zhejiang Tiance law firm on Hengyi Petrochemical Co.Ltd(000703) numbered “tclg2021h1896” Special verification report on matters related to public issuance of A-share convertible corporate bonds.
The lawyers of the firm have checked whether the issuer is engaged in real estate business in accordance with the “No. 212836” Notice of the CSRC on the first feedback on the examination of administrative licensing projects (hereinafter referred to as “feedback”) of the China Securities Regulatory Commission and the requirements of subsequent verification matters, And issue this special verification report (hereinafter referred to as “this special verification report”).
Unless otherwise defined in this special verification report or the context indicates otherwise, the issuance basis, lawyer’s statement, interpretation and description described in the legal opinion and lawyer’s work report are applicable to this special verification report. Feedback questions:
According to the application materials, the applicant’s business scope includes investment in the real estate industry. Please explain whether the applicant and its holding and participating subsidiaries are engaged in real estate business. The recommendation institution and lawyers are requested to check and express their opinions.
Verification:
1、 The issuer and its subsidiaries are not engaged in real estate business
(I) the existing main business of the issuer and its subsidiaries does not involve real estate business
1. Main business of the issuer
As of the date of issuance of this special verification report, the business scope of the issuer (at the same level) includes “investment in real estate industry”. The main reason is that the predecessor of the issuer once engaged in real estate investment and development business in Beihai City, Guangxi Province, and owned land and real estate projects under his name. After the reorganization and listing of the company in 2011, the assets related to the original main business have been replaced out of the listed company, but a small number of real estate development projects left under the name of the issuer (at the same level) have not finally completed the procedures such as project acceptance, certificate handling and ownership transfer. Therefore, before the above procedures are completed, the expression of “investment in real estate industry” is still retained in the business scope of the issuer (at the same level). For the basic information and treatment progress of the above historical legacy projects, see “(II) historical legacy projects of the issuer” in “I. The issuer and its subsidiaries are not engaged in real estate business” of this report.
The current business of the issuer (at the same level) is investment in petrochemical industry and product trade, and is not engaged in real estate business.
The issuer held the 15th meeting of the 11th board of directors on December 30, 2021, deliberated and adopted the proposal on changing the company’s business scope and amending the articles of association, and deleted the “investment in real estate” in the original business scope, The changed business scope of the company is “investment in petrochemical and chemical fiber industries, non-ferrous metals, building materials (excluding wood), electromechanical products and accessories, freight forwarding (excluding road passenger and freight services), operating the self-produced products of the enterprise and its members, raw materials, mechanical equipment, instruments and meters, spare parts and related import and export business required for production and scientific research (except for the commodities and technologies whose import and export are prohibited by the state and the operation of the company is restricted) “. The issuer has issued the notice on convening the first extraordinary general meeting of shareholders in 2022 on the same day to consider the proposal on the change of the above business scope.
After the above proposal on the change of business scope is deliberated and approved by the issuer’s general meeting of shareholders, the issuer’s (at the same level) business scope will no longer involve relevant statements of real estate business.
2. Main business of the issuer’s subsidiaries
As of the date of issuance of this special verification report, the business scope and main business of the issuer’s holding subsidiaries and participating companies do not involve “real estate development” or “real estate operation”. The details are as follows:
Does the main sequence involve the main business production number, company name, business scope / main business and real estate business
land
General items: production of chemical products (excluding licensed chemical products); base
Manufacturing of basic chemical raw materials (excluding preparation of licensed chemicals such as hazardous chemicals)
Made); Synthetic fiber manufacturing; Sales of chemical products (excluding licensed chemical products)
Products); Sales of synthetic materials; Synthetic fiber sales; New membrane material pin
Zhejiang Yisheng Sales Co., Ltd; Sales of petroleum products (excluding hazardous chemicals); Whether the storage of ordinary goods is provided with petrochemical products Ningbo 1 service (excluding hazardous chemicals and other projects requiring license and approval); Technical service manufacturing
Service, technology development, technology consultation, technology exchange, technology transfer, technology
extension; Technology import and export; Import and export of goods; Import and export agency (except according to law)
In addition to the projects subject to approval, they shall independently carry out business activities according to law with their business license
Move).
Production, processing and marketing of chemical fiber and chemical raw materials (excluding dangerous goods) of Hengyi Co., Ltd. whether chemical fiber is produced and sold in Hangzhou, and operates import and export business. Product manufacturing
Production, processing and sales: polyester chip, POY wire, FDY wire, chemical fiber
Fiber raw materials; Operate the export of self-produced products and technologies of the enterprise and the production of self-used chemical fiber products
3. Import business of Hengyi hi tech and Technology (items prohibited or restricted by national laws and regulations, except no product manufacturing Hangzhou); Warehouse management; All other legal projects that do not need to be submitted for approval.
Production, processing and sales: polyester chips, POY silk, chemical fiber raw materials,
Textile fabrics, clothing; Operate the export of self-produced products and technologies of the enterprise
Service; Operate the raw and auxiliary materials, instruments and meters and mechanized chemical fiber products required by the production of the enterprise
4. Import business of Hengyi polymer equipment, spare parts and Technology (whether the company is limited by the state to manufacture goods or not, except for the goods and Technologies Prohibited by the state from import and export in Hangzhou); Warehouse management; management
Feed processing and “three supplies and one compensation” business.
Manufacture, processing and sales of polyester chips and FDY filaments; Chemical fiber raw materials
Sales of; Engaged in goods import and export business. (the above does not include dangerous chemical fiber products)
5 Jiaxing yipengpin). (for projects subject to approval according to law, business activities can only be carried out in Jiaxing with the approval of relevant departments)
Production, processing and sales of differentiated and functional chemical fibers; Distribution of textiles
Raw materials and products, chemical raw materials and products; Self support and agency of various commodities and chemical fiber products
6. Import and export business of Taicang Yifeng Technology (excluding Taicang goods and technology manufactured by non products whose import and export are restricted or prohibited by the state). (for projects subject to approval according to law, relevant departments shall
Business activities can be carried out only after the door is approved)
General items: production of chemical products (excluding licensed chemical products); turn
Sales of industrial products (excluding licensed chemical products); Synthetic fiber sales; Chemical fiber production
7. Double rabbit new material is not made of Hangzhou synthetic fiber; Sales of synthetic materials; Synthetic material manufacturing (excluding dangerous goods manufacturing)
Hazardous chemicals) (except for the items subject to approval according to law, it shall be handled in accordance with the business license
Does the main sequence involve the main business production number, company name, business scope / main business and real estate business
land
Law on independent business activities). Licensed items: import and export of goods; technology
Import and export. (projects subject to approval according to law can only be approved by relevant departments
Business activities can be carried out, and the specific business items shall be subject to the approval results).
Production, processing and sales of polyester staple fiber, polyester filament and synthetic fiber monomer
(excluding hazardous chemicals); Import and export of goods or technologies (national chemical fiber products)
8 except for goods or technologies whose import and export are prohibited or restricted by Fujian Yijin); No ordinary goods are manufactured in Quanzhou (excluding dangerous chemicals). (for projects subject to approval according to law, relevant
Business activities can only be carried out after approval by the Department)
Research and development of nano materials, production and processing of polyester chips, polyester staple fibers and polyester filaments
Labor and sales; Chemical fiber raw material sales; Warehouse management, operating the self-produced chemical fiber products of the enterprise
9 Suqian Yida
