Sichuan Road & Bridge Co.Ltd(600039) board of directors
Explanation on the conformity of this reorganization with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) “) intends to issue shares and pay cash to purchase 95.00% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”) controlled by Shudao Investment Group Co., Ltd Sichuan Gaolu Construction Engineering Co., Ltd. (hereinafter referred to as “Gaolu construction”) has 100.00% equity and Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. (hereinafter referred to as “Gaolu greening”) has 96.67% equity. Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) plans to raise matching funds from non-public offering of shares to specific objects (hereinafter referred to as “this reorganization”).
The board of directors of the company has carefully analyzed whether the reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies. The board of Directors believes that:
1. The assets to be purchased by the company through issuing shares and paying cash this time are 95.00% equity of Communications Construction Group, 100.00% equity of high road construction and 96.67% equity of high road greening. This reorganization does not involve project approval, environmental assessment, industry access, land use, planning, construction and other related matters; The audit procedures involved in this reorganization have been disclosed in the report on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft), and the company has made risk tips on the risks that may not be approved or approved.
2. The assets to be purchased by the company in this reorganization are 95.00% equity of Jiaojian group, 100.00% equity of Gaolu construction and 96.67% equity of Gaolu greening. The counterparty to be transferred legally owns the ownership of the underlying assets, and there is no false capital contribution or affecting its legal existence.
3. After the completion of this reorganization, the company will legally own the target assets and can actually control the production and operation of Jiaojian group, high road construction and high road greening. Traffic construction group, high road construction and high road greening have complete assets and various assets related to operation. This reorganization will not affect the independence of the company in terms of business, assets, finance, personnel and institutions.
4. This reorganization will help the company improve its financial situation, enhance its sustainable profitability, highlight its main business and enhance its ability to resist risks; It will not have a material adverse impact on the independence of the company.
To sum up, the board of Directors believes that this restructuring complies with the relevant provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
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