Stock Code: Sichuan Road & Bridge Co.Ltd(600039) stock abbreviation: Sichuan Road & Bridge Co.Ltd(600039) listing place: Shanghai Stock Exchange Sichuan Road & Bridge Co.Ltd(600039)
Summary of the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft)
Project counterparty / issuer
Shudao Investment Group Co., Ltd
Sichuan Expressway Construction and Development Group Co., Ltd
The counterparty that issues shares and pays cash to purchase assets is Sichuan Tibetan Expressway Co., Ltd
Sichuan port and Shipping Development Co., Ltd
Sichuan Gaolu Cultural Tourism Development Co., Ltd
Shudao Capital Holding Group Co., Ltd
The issuing object of the raised supporting funds is Sichuan Energy Investment Group Co., Ltd
Independent financial advisor
March, 2002
statement
1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the contents of this report and its summary are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the report and its summary.
All directors, supervisors and senior managers of the company promise that if the reorganization is filed for investigation by judicial authorities or by China Securities Regulatory Commission for investigation due to suspected false records, misleading statements or major omissions in the information provided or disclosed, before the conclusion of the investigation is clear, I will suspend the transfer of shares in which I have an interest in Sichuan Road & Bridge Co.Ltd(600039) and submit the written application for suspension of transfer and the stock account to the board of directors of Sichuan Road & Bridge Co.Ltd(600039) within two trading days after receiving the notice of filing and inspection, and the board of directors of Sichuan Road & Bridge Co.Ltd(600039) will apply to the stock exchange and registration and Clearing Company for locking on behalf of Sichuan Road & Bridge Co.Ltd(600039) board of directors; If the application for locking is not submitted within two trading days, the Sichuan Road & Bridge Co.Ltd(600039) board of directors is authorized to submit their identity information and account information directly to the stock exchange and the registration and settlement company after verification, and apply for locking Sichuan Road & Bridge Co.Ltd(600039) if the board of directors fails to submit its identity information and account information to the stock exchange and the registration and settlement company, it authorizes the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this reorganization. The entry into force and completion of the matters related to the reorganization described in this report and its summary have yet to be approved by the CSRC and other examination and approval authorities. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
After the completion of this restructuring, the company shall be responsible for the changes in the company’s operation and income, and the investors shall be responsible for the investment risks caused by the changes.
When evaluating this reorganization, investors should seriously consider the risk factors disclosed in this report in addition to the contents of this report and the relevant documents disclosed at the same time with this report. If investors have any questions about this report and its summary, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants.
2、 Counterparty statement
Shudao group, the counterparty of this issuance of shares and payment of cash to purchase assets, has issued the letter of commitment on providing true, accurate and complete information, which is as follows:
1. The materials provided by the company to the relevant intermediaries participating in the reorganization are true, accurate and complete original written materials or duplicate materials and information, and the duplicate materials or copies are consistent with their original materials or originals; The signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions.
2. The company guarantees that the statements, commitments and information provided for this restructuring are true, accurate and complete, and there are no false records, misleading statements or major omissions.
3. The company guarantees that there are no false records, misleading statements or major omissions in the information disclosure and application documents of this reorganization.
4. If the reorganization is filed for investigation by judicial authorities or China Securities Regulatory Commission due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company will suspend the transfer of Sichuan Road & Bridge Co.Ltd(600039) shares and other interests directly or indirectly held by the company until the conclusion of the investigation is clear.
5. The company shall bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the statements, commitments and information provided for this reorganization. If Sichuan Road & Bridge Co.Ltd(600039) and investors suffer losses due to false records, misleading statements or major omissions in the information provided, they will be liable for compensation according to law.
Chuangao company, canggao company, Ganghang development and Gaolu cultural tourism, the counterparties of this issuance of shares and payment of cash to purchase assets, have issued the letter of commitment on providing true, accurate and complete information, which is as follows:
1. The company has provided Sichuan Road & Bridge Co.Ltd(600039) with true, accurate, complete and effective documents, materials or oral statements and explanations necessary for the reorganization at this stage, without any concealment, falsehood and major omissions; The copy materials or copies provided are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are true, and the legal procedures required for such signatures and seals have been performed and legally authorized; All the facts stated and explained are consistent with the facts happened.
2. According to the process of this reorganization, the company will timely provide relevant information and documents in accordance with relevant laws, regulations, rules and relevant regulations of China Securities Regulatory Commission and stock exchange, and ensure that the information and documents continue to be provided still meet the requirements of authenticity, accuracy, integrity and effectiveness.
3. The company promises that if the information provided has false records, misleading statements or major omissions, causing losses to Sichuan Road & Bridge Co.Ltd(600039) or investors, the company will be liable for compensation according to law.
3、 Statement of securities service agency
The independent financial advisor Citic Securities Company Limited(600030) promised that if there are false records, misleading statements or major omissions in the reorganization application documents, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation.
Lawyer Kangda, the legal adviser, promises that if there are false records, misleading statements or major omissions in the reorganization application documents, and the exchange fails to be diligent and responsible, it will bear joint and several liability for compensation.
The audit institution and review institution ShineWing promise that if there are false records, misleading statements or major omissions in the audit report of the target company and the review report of the listed company quoted in the reorganization application document, if the exchange fails to be diligent and responsible, it will bear the corresponding joint and several liability for compensation according to law.
Huaheng appraisal institution promises that if there are false records, misleading statements or major omissions in the asset appraisal report quoted in the reorganization application document, and the company fails to be diligent and responsible, it will bear the corresponding joint and several liability according to law.
Tips on major issues
The listed company reminds investors to carefully read the full text of this report and pay special attention to the following matters: I. adjustment of this trading scheme (I) specific contents of this trading scheme adjustment
The company held the 41st meeting of the 7th board of directors on October 20, 2021, which approved the company’s plan to purchase 100% equity of Communications Construction Group, 100% equity of Gaolu construction and 96.67% equity of Gaolu greening by issuing shares and paying cash. At the same time, the company plans to invest in Shudao capital, a related party controlled by the controlling shareholder, and energy investment group, a strategic investor Byd Company Limited(002594) non-public offering of shares to raise matching funds and other relevant proposals. For details, please refer to the relevant announcements disclosed by the company on the website of Shanghai Stock Exchange and designated information disclosure media.
The company held the 52nd meeting of the 7th board of directors on March 3, 2022, deliberated and approved the proposal on the issue of shares and payment of cash to purchase assets and raise matching funds and the adjustment of related party transaction scheme does not constitute a major adjustment, and made adjustments to the transaction scheme. The specific adjustments are as follows:
1. Before adjustment
Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company, canggao company, Sichuan Expressway Company Limited(601107) , Ganghang development and paid cash to purchase 100% equity of Jiaojian group after it was changed into a limited liability company. Among them, 51% equity, 39% equity and 5% equity of Jiaojian group held by chuangao company, canggao company and Sichuan Expressway Company Limited(601107) were paid by share consideration, The 5% equity of CCCC group held by port and waterway development is paid in cash consideration; Issue shares to Shudao group, chuangao company and Gaolu cultural tourism to purchase 100% equity of Gaolu construction; Issue shares to chuangao company to purchase 96.67% equity of Gaolu greening.
Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) raised matching funds from Shudao capital, a related party controlled by the controlling shareholder, and the strategic investor energy investment group, Byd Company Limited(002594) non-public offering of shares. The total amount of matching funds raised was 2499998679 yuan, which did not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction, And the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction.
2. After adjustment
Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company, canggao company and Ganghang development and paid cash to purchase 95% equity of Jiaojian group, including 51% equity of Jiaojian group held by chuangao company, 39% equity held by canggao company and 5% equity of Jiaojian group held by Ganghang development Sichuan Road & Bridge Co.Ltd(600039) issue shares to Shudao group, chuangao company and Gaolu cultural tourism to purchase 100% equity of Gaolu construction Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company to purchase 96.67% equity of Gaolu greening.
Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) raised matching funds from Shudao capital, a related party controlled by the controlling shareholder, and the strategic investor energy investment group, Byd Company Limited(002594) non-public offering of shares. The total amount of matching funds raised was 2499998679 yuan, which did not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction, And the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction.
In the adjustment of this transaction plan, the 5% equity of Jiaojian group held by Sichuan Expressway Company Limited(601107) will be excluded from the scope of the underlying assets of this transaction. At the same time, the company plans to negotiate with Sichuan Expressway Company Limited(601107) separately, and the company will transfer the 5% equity of Jiaojian group held by Sichuan Expressway Company Limited(601107) and this transaction is independent of each other. Whether one of them is implemented or not will not affect the implementation of the other. (II) this transaction scheme adjustment does not constitute a major scheme adjustment
The opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies – opinions on the application of securities and futures laws No. 15 (CSRC announcement [2020] No. 53) issued by the CSRC on July 31, 2020 clarify whether it constitutes a major adjustment to the restructuring plan:
“(Ⅰ) In principle, the proposed change to the trading partner shall be deemed to constitute a major adjustment to the restructuring plan, but it can be deemed not to constitute a major adjustment to the restructuring plan under the following two circumstances: 1. If the trading partner is to be reduced, if the trading parties agree to exclude the trading partner and its share of the underlying assets from the restructuring plan, And excluding the relevant underlying assets does not constitute a major adjustment to the restructuring plan in accordance with the following provisions on the change of transaction targets; 2. If the share of the underlying assets held by the trading partner is to be adjusted, if the trading parties agree to transfer the share of the underlying assets between the trading partners, and the transfer share does not exceed 20% of the transaction price.
(II) in principle, the proposed change of the underlying assets shall be deemed to constitute a major adjustment to the reorganization plan, but if the following conditions are met at the same time, it may be deemed not to constitute a major adjustment to the reorganization plan.
1. The proportion of the transaction pricing, total assets, net assets and operating income of the transaction object to be increased or reduced in the total corresponding indicators of the original object assets shall not exceed 20%; 2. The change of the underlying assets does not have a material impact on the production and operation of the transaction, including the underlying assets and business integrity.
(III) the addition or adjustment of supporting raised funds shall be deemed to constitute a major adjustment to the restructuring plan. The reduction or cancellation of supporting raised funds does not constitute a major adjustment to the restructuring plan. The reorganization committee meeting may consider and approve the reorganization plan of the applicant, but require the applicant to reduce or cancel the supporting raised funds. “
According to the adjusted plan deliberated and adopted at the 52nd meeting of the seventh board of directors of Sichuan Road & Bridge Co.Ltd(600039) held on March 3, 2022, the trading partner Sichuan Expressway Company Limited(601107) is reduced in this transaction, and all parties to the transaction agree to remove Sichuan Expressway Company Limited(601107) and its share of underlying assets from the reorganization plan. The proportion of the transaction pricing, total assets, net assets and operating income of the reduced transaction subject to the total corresponding indicators of the original subject assets shall not exceed 20%, and it will not have a material impact on the production and operation of the transaction subject communication construction group, including the integrity of the assets and business of the communication construction group. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies – opinions on the application of securities and futures laws No. 15, the adjustment of this trading scheme does not constitute a major adjustment of the reorganization scheme. 2、 Introduction to the transaction scheme
The plan of this transaction is that the listed company issues shares and pays cash to buy assets and raise supporting funds. In this transaction, the issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raising of supporting funds, but the raising of supporting funds is based on the successful implementation of the issuance of shares and the payment of cash for the purchase of assets. (I) issuing shares and paying cash to purchase assets
Sichuan Road & Bridge Co.Ltd(600039) issued shares and paid cash to chuangao company, canggao company and Ganghang Development Co., Ltd. to purchase 95% equity of Communications Construction Group, including communications construction group held by chuangao company
