Citic Securities Company Limited(600030)
On Hengyi Petrochemical Co.Ltd(000703) public issuance of A-share convertible corporate bonds
Special verification report on real estate business
China Securities Regulatory Commission:
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) has checked whether the issuer is engaged in real estate business in accordance with the requirements of Hengyi Petrochemical Co.Ltd(000703) (hereinafter referred to as ” Hengyi Petrochemical Co.Ltd(000703) “, “issuer” and “company”), the notice on one-time feedback on the review of political licensing projects of CSRC (No. 212836) (hereinafter referred to as “one-time feedback”) and relevant regulatory policies, And issue this special verification report (hereinafter referred to as “this special verification report”), as follows:
Unless otherwise specified, the definitions of abbreviations or terms in this special verification report are the same as those in the Hengyi Petrochemical Co.Ltd(000703) prospectus for public issuance of convertible corporate bonds (hereinafter referred to as the “prospectus”).
The font of this special verification report represents the following meanings:
Bold: questions listed in one feedback
Arial: responses to the listed questions
Italics (BOLD): amendments and supplements to the prospectus and other application documents
problem
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.
reply:
1、 Please explain whether the applicant and its holding and participating subsidiaries are engaged in real estate business
(I) the current main business of the company and its subsidiaries does not involve real estate business
1. Main business of the issuer
As of the date of issuance of this feedback, the business scope of the company (at the same level) includes investment in the real estate industry. The main reason is that the predecessor of the company was established in 1992. Its main business in Beihai City, Guangxi is real estate investment and development, and it owns land and real estate projects under its name. After the reorganization and listing of the company in 2011, the original main business assets have been replaced out of the listed company, but a small number of real estate development projects left under the company (at the same level) have not finally completed the acceptance and certification procedures. In the process of certificate processing, the relevant competent authorities require the business scope of the enterprise to include the content of “investment in real estate industry”, so the content is retained in the business scope of the company (at the same level). For the basic information and treatment progress of the above historical legacy projects, see “(II) the issuer’s historical legacy projects” in this report. At present, the company (at the same level) is engaged in petrochemical industry investment and product trade, and does not engage in any 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, deleting 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 above proposal on changing the business scope and amending the articles of association.
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 or main business of the company’s holding subsidiaries and joint-stock companies do not include “real estate development” or “real estate operation”. The details are as follows:
Whether it involves the name of the main company business scope / main business real estate owner’s business production number business place
General items: production of chemical products (excluding licensed chemical products)
Product); Manufacturing of basic chemical raw materials (excluding hazardous chemicals)
Manufacturing of renewable chemicals); Synthetic fiber manufacturing; chemical products
Sales (excluding licensed chemical products); Sales of synthetic materials;
Synthetic fiber sales; Sales of new membrane materials; Sales of petroleum products and petrochemical products
1 Zhejiang Yisheng (excluding hazardous chemicals); General cargo warehousing services (excluding items requiring license and approval such as whether to manufacture dangerous chemicals in Ningbo); Technical services
Technology development, technology consultation, technology exchange, technology transfer and technology innovation
Technical promotion; Technology import and export; Import and export of goods; Import and export agent
(except for the items that need to be approved according to law, they shall be approved according to law with their business license
Main business activities).
2. Hengyi Co., Ltd. produces chemical fiber and chemical raw materials (excluding dangerous goods), adds and sells chemical fiber products, and operates import and export business manufacturing
Production, processing and sales: polyester chip, POY silk, FDY
Silk and chemical fiber raw materials; Operate the chemical fiber products of the enterprise’s own products and technologies
3. Import business of Hengyi hi tech import and export and self use products and technologies (except for items prohibited or restricted by national laws and regulations in Hangzhou); Warehouse management; Others are not required
All legal projects submitted for examination and approval.
Production, processing and sales: polyester chip, POY silk, chemical fiber
Raw materials, textile fabrics, clothing; Operate the self-produced products and
Technology export business; Operate the raw and auxiliary materials and chemical fiber products required by the enterprise
4. Whether Hengyi polymer materials, instruments and meters, mechanical equipment, spare parts and technologies are imported into Hangzhou business (limited by the state and prohibited by the state)
Products and technologies excluded); Warehouse management; Operation of feed processing and “three
“To make up” business.
Manufacture, processing and sales of polyester chips and FDY filaments; turn
5. Sales of Jiaxing Yipeng fiber raw materials; Engaged in goods import and export business. (none of the above chemical fiber products, Jiaxing does not contain dangerous chemicals). (items subject to approval according to law shall be manufactured after approval
Business activities can be carried out only after approval by relevant departments)
Production, processing and sales of differentiated and functional chemical fibers; through
Sales of textile raw materials and products, chemical raw materials and products; Self support and agency
6 Taicang Yifeng manages the import and export business of various commodities and technologies (except for the commodities and technologies whose import and export are prohibited or not operated by Taicang for chemical fiber products). (manufactured according to law)
Projects subject to approval can only be carried out after being approved by relevant departments
(camp activities)
7. General items of shuangtu new materials: production of chemical products (excluding licensed chemical products, chemical fiber products and Hangzhou products); Sales of chemical products (excluding licensed chemical products); manufacture
Whether it involves the name of the main company business scope / main business real estate owner’s business production number business place
Synthetic fiber sales; Synthetic fiber manufacturing; Sales of synthetic materials;
Manufacturing of synthetic materials (excluding hazardous chemicals) (unless otherwise required by law)
In addition to the approved projects, business activities shall be carried out independently according to law with the business license
Move). Licensed items: import and export of goods; Technology import and export. (according to)
Projects subject to the approval of the law can be carried out only after being approved by relevant departments
Business activities and specific business items (subject to the approval results)
Production, processing and sales of polyester staple fiber, polyester filament and synthetic fiber
Vitamin monomer (excluding hazardous chemicals); Import and export of goods or technology
8. Fujian Yijin export business (goods or technologies whose import and export are prohibited or restricted by the state, except for chemical fiber products in Quanzhou); Storage of ordinary goods (excluding dangerous chemicals). (manufactured by)
Projects subject to the approval of the law can be carried out only after being approved by relevant departments
Operating activities)
Research and development of nano materials, polyester chips, polyester staple fibers and polyester silk raw materials
Production, processing and sales; Chemical fiber raw material sales; Warehouse management, by
9 Suqian Yida is engaged in the export of its own products and technologies and the import of its own products and chemical fiber products and Suqian technologies (manufacturing items prohibited or restricted by national laws and regulations)
(except for items). (for projects subject to approval according to law, approval shall be obtained from relevant departments
Business activities can only be carried out after approval)
10 Hengyi Brunei petrochemical products manufacturing no petrochemical products manufactured in Brunei
Manufacturing, processing and wholesale: differentiated chemical fiber, polyester chip
POY polyester yarn, FDY polyester yarn, chemical fiber raw materials; Operating book
11. The export business of self-produced products and technologies of Haining new materials enterprise and the import business of mechanical equipment, raw and auxiliary materials and spare parts of Haining chemical fiber products required by the enterprise; Warehouse manufacturing
Storage management. (projects subject to approval according to law shall be approved by relevant departments
Business activities can only be carried out after approval)
