The third meeting of the risk control and Audit Committee of the seventh board of directors in 2022 Sichuan Road & Bridge Co.Ltd(600039)
Sichuan Road & Bridge Co.Ltd(600039)
Written audit opinions on related party transactions at the third meeting of the risk control and Audit Committee of the seventh board of directors in 2022
As a member of the risk control and Audit Committee of Sichuan Road & Bridge Co.Ltd(600039) the seventh board of directors, in accordance with the company law, the governance standards of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, the articles of Association and other relevant provisions, We have reviewed the proposal on the company’s compliance with the conditions for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and the proposal on the company’s plan for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, which were deliberated at the 52nd meeting of the seventh board of directors of the company Proposal on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions report (Draft) and its abstract; proposal on the company issuing shares and paying cash to purchase assets and raising supporting funds to form related party transactions The proposal on the issue of shares and the payment of cash to purchase assets and the raising of supporting funds does not constitute a major asset reorganization, the proposal on signing the supplementary agreement related to the issuance of shares and the payment of cash to purchase assets with effective conditions, and the proposal on signing the performance commitment and compensation agreement related to the issuance of shares and the payment of cash to purchase assets with effective conditions Proposal on the compliance of the company’s issuance of shares and payment of cash to purchase assets with the provisions of Articles 11 and 43 of the administrative measures for major asset restructuring of listed companies
The third meeting of the risk control and Audit Committee of the seventh board of directors in 2022 Sichuan Road & Bridge Co.Ltd(600039)
Provisions proposal stipulated in Article 4; proposal on the absence of entities related to the company’s issuance of shares and payment of cash to purchase assets; Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies proposal on not participating in any major asset restructuring of listed companies stipulated in Article 13 Proposal on issuing shares and paying cash to purchase assets and raise matching funds and adjustment of related party transaction scheme does not constitute a major adjustment, proposal on transferring 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) and proposal on measures to fill diluted immediate return after issuing shares and paying cash to purchase assets and raising matching funds The proposal on Approving the issuance of shares and the payment of cash to purchase assets and raise supporting funds related to the audit report, the review report for reference and the asset appraisal report, and the proposal on the independence of the appraisal institution, the rationality of the premise of the appraisal hypothesis, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal price The proposal on the completeness and compliance of the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions to perform legal procedures and the effectiveness of submitting legal documents was reviewed, and the related member Yan Zhiming avoided voting, Other non affiliated members expressed the following written review opinions on the above connected transactions: the above connected transactions comply with the provisions of the company law, the securities law and other relevant laws and regulations, as well as the articles of association of the company, and there is no situation that damages the interests of the listed company and shareholders, and will not affect the independence of the company. The above transactions must be approved by the general meeting of shareholders, and the related persons interested in the above related transactions will waive the right to vote on the proposal at the board of directors and the general meeting of shareholders.
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The third meeting of the risk control and Audit Committee of the seventh board of directors in 2022 Sichuan Road & Bridge Co.Ltd(600039)
