Citic Securities Company Limited(600030) about Sichuan Road & Bridge Co.Ltd(600039)
Diluted immediate return of this transaction and special verification opinions on filling measures
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “listed company”, “company” or ” Sichuan Road & Bridge Co.Ltd(600039) “) intends to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”), 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd. and 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. by issuing shares and paying cash. Meanwhile, The company plans to raise matching funds from the related party Shudao Capital Holding Group Co., Ltd. controlled by the controlling shareholder, the strategic investor Sichuan Energy Investment Group Co., Ltd. Byd Company Limited(002594) non-public offering of shares (hereinafter referred to as “this transaction”).
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) According to the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other regulations of the CSRC, Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial consultant”) as the independent financial consultant of this transaction, on the impact of this transaction on the dilution of immediate return Preventive and remedial measures and related commitments are described as follows:
1、 Impact of this transaction on current earnings per share
After reviewing the earnings per share of the listed company before and after the listing, the company completed the preparation report as follows:
Project from September 30, 2021 to January September, 2021 to December 31, 2020
Pre transaction post transaction pre transaction post transaction
Basic earnings per share (yuan) 0.73 0.72 0.78 0.68
In 2020, the earnings per share of listed companies will drop from 0.78 yuan / share before this transaction to 0.68 yuan / share, with diluted immediate return. Mainly with the growth of the performance of the target company Jiaojian group in the reporting period, from January to September 2021, the earnings per share of the listed company will drop slightly from 0.73 yuan / share before this transaction to 0.72 yuan / share, which is better than the diluted spot return in 2020.
2、 Measures taken by the listed company to prevent the dilution of immediate return and improve the ability of future return in this transaction
After the completion of this transaction, the total share capital of the listed company will increase; Therefore, if the business of listed companies fails to achieve corresponding growth in the future, the earnings per share index of listed companies will have the risk of decline. The company will take the following measures to actively prevent this transaction from diluting the immediate return and improving the ability of future return.
(I) strengthen the integrated management of target assets and improve the profitability of listed companies
After the completion of this transaction, the target company will become a subsidiary of the listed company. Listed companies will actively strengthen asset integration according to the characteristics of the industry in which the target company is located, focus on the development of main business, continuously strengthen the management level, improve the future long-term profitability of the target assets, and provide a solid guarantee for the sustainable operation of the listed company.
(II) further strengthen operation management and internal control to improve operation efficiency
After the completion of this transaction, the listed company will continuously improve the corporate governance structure in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the articles of association of listed companies, so as to ensure that shareholders can fully exercise their rights, and the board of directors can exercise its powers and make scientific decisions in accordance with the provisions of the articles of association, Independent directors can perform their duties independently, protect the legitimate rights and interests of the company, especially small and medium-sized investors, and provide scientific and effective governance structure and institutional guarantee for the sustainable and stable development of the company. At the same time, listed companies will further strengthen enterprise operation and management, improve the daily operation efficiency of listed companies, reduce the operation cost of listed companies, comprehensively and effectively control the operation and management risks of listed companies, and improve the operation efficiency.
(III) strictly implement the profit distribution policy and strengthen the return mechanism for investors
According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the notice on further implementation of matters related to cash dividends of listed companies issued by the CSRC, the listed company has stipulated the decision-making procedures and mechanism of profit distribution, the specific contents of cash dividend policy, the form of profit distribution, etc. in the articles of association, Pay attention to improving the level of cash dividends and improving the return to shareholders.
After the completion of this transaction, the listed company will strictly implement laws and regulations and the articles of association, continue to implement sustainable, stable and active profit distribution policies, widely listen to the opinions and suggestions of investors, especially small and medium-sized investors, and strengthen the protection mechanism for the rights and interests of small and medium-sized investors in combination with the actual situation of the listed company and the wishes of investors, Give investors a reasonable return.
3、 Commitments of the controlling shareholders, directors and senior managers of the listed company on the filling measures for diluted immediate return of this transaction
In accordance with the relevant provisions of the CSRC, the controlling shareholders, directors and senior managers of the listed company make a commitment to ensure that the measures to fill the immediate return of the listed company can be effectively implemented.
(I) commitments made by the controlling shareholders of the listed company
Shudao group, the controlling shareholder of the listed company, made the following commitments:
“1. The company will not interfere with the operation and management activities of Sichuan Road & Bridge Co.Ltd(600039) beyond its authority and will not encroach on Sichuan Road & Bridge Co.Ltd(600039) interests.
2. From the date of issuance of this commitment to Sichuan Road & Bridge Co.Ltd(600039) the completion of this restructuring, if the state and securities regulatory authorities make other new regulatory provisions on listed companies to fill in diluted immediate return measures, and this commitment cannot meet such provisions of the state and securities regulatory authorities, the company promises to issue supplementary commitments in accordance with the latest provisions of the state and securities regulatory authorities.
3. The company promises to earnestly fulfill the measures for filling the diluted immediate return formulated by Sichuan Road & Bridge Co.Ltd(600039) and this commitment. If the company violates this commitment or refuses to fulfill this commitment and causes losses to Sichuan Road & Bridge Co.Ltd(600039) or investors, the company is willing to bear the corresponding compensation liability according to law. “
(II) commitments made by directors and senior managers of listed companies
“1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways;
2. I promise to restrict my own consumption behavior;
3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to my performance of duties;
4. I promise that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the company’s measures to fill the diluted immediate return;
5. I promise that if the company plans to implement equity incentive, the exercise conditions of the company’s equity incentive to be announced will be linked to the implementation of the company’s measures to fill the diluted immediate return;
6. From the date of issuance of this commitment to the completion of this restructuring of the company, if the state and securities regulatory authorities make other new regulatory provisions on the listed company’s measures to fill the diluted immediate return, and this commitment cannot meet such provisions of the state and securities regulatory authorities, I promise to issue supplementary commitments in accordance with the latest provisions of the state and securities regulatory authorities at that time;
7. As one of the subjects responsible for filling the return measures, if I violate this commitment or refuse to perform this commitment, I agree that the state or securities regulatory authorities will impose relevant penalties or take relevant regulatory measures on me in accordance with the relevant regulations and rules formulated or issued by them.
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4、 Verification opinions of independent financial advisor
After verification, the independent financial consultant believes that the expected dilution of the immediate return of the listed company, the measures to fill the immediate return and the commitments of the relevant commitment subjects are in line with the opinions of the State Council on further promoting the healthy development of the capital market The provisions of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return are conducive to the protection of the legitimate rights and interests of small and medium-sized investors.
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