Sichuan Road & Bridge Co.Ltd(600039)
Announcement on the establishment of subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as " Sichuan Road & Bridge Co.Ltd(600039) " or "the company") in order to integrate the relevant businesses of its subsidiaries, after combing the relevant businesses of the company, it is proposed to transfer some businesses and equity of its subsidiaries to the newly established subsidiaries, and to establish a wholly-owned subsidiary, Sichuan Shudao Clean Energy Group Co., Ltd. (hereinafter referred to as "clean energy group"), It is proposed to establish Sichuan Shudao New Material Technology Group Co., Ltd. (hereinafter referred to as "new material Co., Ltd") (clean energy group and new material Co., Ltd. are collectively referred to as "proposed subsidiaries") together with Sichuan highway and Bridge Construction Group Co., Ltd. (hereinafter referred to as "Road and Bridge Group"). ● investment amount
The registered capital of clean energy group is 300 million yuan, and Sichuan Road & Bridge Co.Ltd(600039) holds 100%. The registered capital of new materials Co., Ltd. is 300 million yuan, with 6 China International Marine Containers (Group) Co.Ltd(000039) subscribed capital of 240 million yuan and holding 80%, and road and Bridge Group subscribed capital of 600 million yuan and holding 20%. ● special risk tips
1. The establishment of subsidiaries is the integration of existing businesses and does not involve new businesses; The proposed subsidiary has not been established or carried out relevant business. The company will sort out the relevant businesses involved and transfer some businesses and equity of its subsidiaries to the proposed subsidiary.
2. The proposed subsidiary still needs to be approved by the market supervision department, and there is uncertainty about whether it can be established. 3. Some of the business areas to be carried out by the proposed subsidiary are still in the cultivation period or have not been carried out, and its income in the relevant business areas to be carried out accounts for a small proportion of the company's main business income. There is great uncertainty whether it can develop according to the plan in the future.
4. The business areas to be carried out by the proposed subsidiary are more dependent on industrial policies. In the actual operation, it may face uncertainties in market, resources, capital, technology and talents, which may affect the subsequent operation. The company's business in relevant aspects is in the initial stage, and there is still great uncertainty in the subsequent operation. 1、 Overview of foreign investment
(I) basic information of foreign investment
In order to integrate the related businesses of its subsidiaries, the company plans to invest 300 million yuan to establish a wholly-owned subsidiary, clean energy group, with 100% of the company's shares; It is proposed to jointly invest 300 million yuan with road and bridge group to establish a new material joint stock company. The company subscribed 240 million yuan and held 80% of the shares. Road and Bridge Group subscribed 600 million yuan and held 20% of the shares.
(II) deliberations of the board of directors and others
On March 3, 2022, the company held the 52nd meeting of the 7th board of directors in an on-site manner, deliberated and adopted the proposal on the establishment of Sichuan Shudao New Material Technology Group Co., Ltd. and the proposal on the establishment of Sichuan Shudao Clean Energy Group Co., Ltd. 11 directors should attend the meeting, 11 actually attended, and 11 agreed votes, There were no objections and no abstentions. In line with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, the proposal is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This foreign investment does not involve related party transactions, does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant government departments.
2、 Basic information of the subject of the investment agreement
Company name: Sichuan highway and Bridge Construction Group Co., Ltd
Legal representative: Xiong Guobin
Registered capital: 600 million yuan
Date of establishment: April 16, 1998
Registered address: No. 12, Jiuxing Avenue, high tech Zone, Chengdu
Business scope: foreign contracted projects (the contents and duration of the above projects are subject to the license). (the following scope does not include pre licensing projects, and post licensing projects shall be operated with licenses or approval documents) highway engineering, bridge engineering, railway engineering, port and waterway engineering, water conservancy and Hydropower Engineering, electric power engineering, municipal utilities, electromechanical installation engineering, foundation and foundation engineering, earthwork engineering, ready mixed commercial concrete, concrete prefabricated components, tunnel engineering Highway pavement engineering, highway subgrade engineering, highway traffic engineering, Prestress Engineering, blasting and demolition engineering, hoisting equipment installation engineering, electromechanical equipment installation engineering, building decoration engineering and construction engineering; Project development, project investment (not engaging in illegal fund-raising, absorbing public funds and other financial activities), project management; Real estate development and operation; Engineering survey, design and technical consultation; Engineering supervision, test and detection; Leasing and maintenance of construction machinery; Production of building materials; Handling services; Wholesale and retail of goods; Import and export industry; hotel management; Catering management; Food and Beverages; Landscaping project. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Road and Bridge Group is a wholly-owned subsidiary of the company.
According to the audit, as of December 31, 2020, the total assets of Luqiao group were 108366 billion yuan, the net assets were 19.555 billion yuan, the operating revenue was 58.746 billion yuan and the net profit was 3.158 billion yuan.
3、 Basic information of investment object
(I) Sichuan Shudao Clean Energy Group Co., Ltd
1. Enterprise Name: Sichuan Shudao Clean Energy Group Co., Ltd
2. Registered capital: 300 million yuan
3. Registered address: Wuhou District, Chengdu, Sichuan
4. Business scope: general projects: Hydropower Cecep Solar Energy Co.Ltd(000591) power generation; Power generation business, transmission business and power supply (distribution) business; Power supply business; Construction project supervision; Wind power technology services; Heat production and supply; Contract energy management; Environmental protection consulting services; Energy conservation management services; Research and development of emerging energy technologies; Energy storage technology services; Research and development of new material technology; Engineering management services; Import and export of goods; Technology import and export; Engineering technical services (except planning management, survey, design and supervision); Power generation technology services; Socio economic advisory services; Information technology consulting services; China trade agency; Offshore trade operation; Import and export agency; Mechanical equipment leasing; Office services (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license). (subject to the final approval of the market supervision and administration department)
5. Corporate Governance: clean energy group has a board of directors and no board of supervisors, of which the board of directors is composed of 7 people and 1 supervisor. There are 5-7 senior managers.
6. Amount and method of capital contribution
Proportion of capital contribution subscribed by shareholders to capital contribution mode initial capital contribution time (10000 yuan) (10000 yuan)
Sichuan Road & Bridge Co.Ltd(600039) 3 Ping An Bank Co.Ltd(000001) 00% currency / capital 30 Guizhou Space Appliance Co.Ltd(002025) 12.31
Total 3 Ping An Bank Co.Ltd(000001) 00% - 3000-
(II) Sichuan Shudao New Material Technology Group Co., Ltd
1. Enterprise Name: Sichuan Shudao New Material Technology Group Co., Ltd
2. Registered capital: 300 million yuan
3. Registered address: Wuhou District, Chengdu, Sichuan
4. Business scope: general items: Mining of mineral resources (non coal mines); Beneficiation; Mineral resources exploration; Geological exploration of metallic and non-metallic mineral resources; Natural ecosystem protection and management; Research and development of resource recycling technology; Metal mine sales; Research and development of new material technology; Research and development of construction waste recycling technology; Sales of non-metallic minerals and products; China trade agency; Trade brokerage; Import and export agency; Import and export of goods; Retail of hardware products; Wholesale of hardware products; Sales of mining machinery; Sales of electrical accessories; Sales of metal materials; Land improvement services; Environmental emergency management services; Battery sales; Recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management); Energy storage technology services; Research and development of emerging energy technologies; Sales of chemical products (excluding licensed chemical products); Non ferrous alloy sales; Office services (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license).
(subject to the final approval of the market supervision and administration department)
5. Corporate Governance: new materials Co., Ltd. has a general meeting of shareholders, a board of directors and a board of supervisors, of which the board of directors is composed of 7 people and the board of supervisors is composed of 3 people. There are 5-7 senior managers.
6. Amount and method of capital contribution
Subscription shares
Subscription amount initial capital contribution
Number of sponsors, time of contribution (10000 yuan), proportion and method (10000 yuan)
(10000 shares)
Sichuan Road & Bridge Co.Ltd(600039) 24000080% currency / assets 24 Guizhou Space Appliance Co.Ltd(002025) 12.31
Road and Bridge Group 6 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 000 20% currency / assets 6 Guizhou Space Appliance Co.Ltd(002025) 12.31
Total 3 Ping An Bank Co.Ltd(000001) 00% - 3000-
The company will subsequently make capital contributions to the above two subsidiaries with the equity of relevant subsidiaries, and will perform the obligation of information disclosure according to the subsequent situation.
4、 Impact of this foreign investment on the company
The establishment of subsidiaries this time is mainly the business integration of relevant subsidiaries of the company, which will not have a significant adverse impact on the company's finance and operation, and there is no situation damaging the interests of the company and all shareholders.
5、 Risk analysis of this foreign investment
1. The establishment of subsidiaries is the integration of existing businesses and does not involve new businesses; The proposed subsidiary has not been established or carried out relevant business. The company will sort out the relevant businesses involved and transfer some businesses and equity of its subsidiaries to the proposed subsidiary.
2. The proposed subsidiary still needs to be approved by the market supervision department, and there is uncertainty about whether it can be established.
3. Some of the business areas to be carried out by the proposed subsidiary are still in the cultivation period or have not been carried out, and its income in the relevant business areas to be carried out accounts for a small proportion of the company's main business income. There is great uncertainty whether it can develop according to the plan in the future.
4. There are uncertainties in the start-up business and the actual operation of the proposed subsidiary in terms of capital and technology, which may have a greater impact on the follow-up business and the actual operation of the proposed subsidiary. Please pay attention to investment risks.
It is hereby announced.
Sichuan Road & Bridge Co.Ltd(600039) board of directors March 3, 2022
