Sichuan Road & Bridge Co.Ltd(600039)
Announcement on related party transactions of transferring 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) company
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:
● brief content of the transaction
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”) intends to accept in cash the 5% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”) held by the related party Sichuan Expressway Company Limited(601107) (hereinafter referred to as ” Sichuan Expressway Company Limited(601107) “) after it is changed into a limited liability company (hereinafter referred to as “this related party transaction”) in the manner agreed in the agreement, The transaction amount is 369195 million yuan. Shudao Investment Group Co., Ltd. (hereinafter referred to as “Shudao group”) makes a commitment for the performance of the equity and compensates the company for the unrealized promised performance. This connected transaction will not lead to changes in the scope of the company’s consolidated statements.
The controlling shareholders of the company and Sichuan Expressway Company Limited(601107) are both Shudao group. The company’s transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) constitutes a related party transaction.
This connected transaction does not constitute a major asset reorganization.
This connected transaction can only be implemented after being deliberated and approved by the general meeting of shareholders and Sichuan Expressway Company Limited(601107) general meeting of shareholders.
● transactions with the same related person in the past 12 months
1. The company held the 33rd meeting of the 7th board of directors on April 25, 2021, deliberated and adopted the proposal on the entrusted management of the energy sector company of the controlling shareholder of the company, tietou group. In order to actively explore and improve the “1 + 3” industrial layout, improve the concentration and specialization of the company’s business management in the energy sector, cooperate with the controlling shareholder railway investment group to implement the content of the commitment to avoid horizontal competition issued by the controlling shareholder railway investment group, further avoid the possibility of horizontal competition with railway investment group, and steadily promote the process of injecting energy projects of railway investment group into the company, The company plans to be entrusted to manage the energy sector company affiliated to the railway investment group. The railway investment group will pay the entrustment fee to our company according to the standard of 10000 yuan / year for each enterprise. The entrustment fee during the entrustment period is 250000 yuan in total. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) on related party transactions of the energy sector company of the company’s entrusted controlling shareholder railway investment group, with Announcement No. 2021048, disclosed by the company on April 25, 2021.
2. The company held the 35th meeting of the seventh board of directors and the fourth extraordinary general meeting of shareholders in 2021 on May 26, 2021 and June 16, 2021 respectively, The meeting deliberated and adopted the proposal on equity participation in investment projects of Xichang Shangri La (Sichuan) Expressway, Xichang Ningnan Expressway and Huili Luquan (Sichuan) Expressway of g7611 line. The capital fund is 20% of the total investment of the project, which is about 16.85 billion yuan. Luqiao group, Shengtong company, Sichuan communications company, railway investment group, Chengdu Construction Engineering Group, Chengdu communications investment and Guangxi Luqiao hold 1%, 0.1%, 0.1%, 65.8%, 13.5%, 13.5% and 6% respectively. The total capital required by Luqiao group, Shengtong company and Sichuan communications company is about 202 million yuan. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) about the related party transactions of the investment in the bundling investment projects of Xichang Shangri La (Sichuan) Expressway, Xichang Ningnan Expressway and Huili Luquan (Sichuan) Expressway of g7611 line disclosed by the company on May 26, 2021 with Announcement No. 2021063. 3. The company held the 35th meeting of the seventh board of directors and the fourth extraordinary general meeting of shareholders in 2021 on May 26, 2021 and June 16, 2021 respectively. The meeting deliberated and adopted the proposal on the acquisition of Sichuan Railway Construction Co., Ltd., Sichuan Hangyan Construction Engineering Co., Ltd. and Sichuan Zhenjing Construction Engineering Co., Ltd. The company plans to acquire 51% equity of Sichuan railway construction company held by the related party Sichuan Railway Group, and the wholly-owned subsidiary road and bridge group of the company plans to acquire 51% equity of Hangyan company and 51% equity of Zhenjing company held by the related party urban and rural group. After this equity acquisition, Sichuan railway construction company will become the holding subsidiary of the company, and Hangyan company and Zhenjing company will become the holding subsidiary of road and bridge group, which will eventually be included in the scope of the company’s consolidated statements. According to the assets appraisal results, the price of the company’s acquisition of 51% equity of Sichuan railway construction company is 586064300 yuan, the price of road and Bridge Group’s acquisition of 51% equity of Hangyan company is 598358 million yuan, and the price of acquisition of 51% equity of Zhenjing company is 24.437 million yuan, with a total acquisition amount of 670337100 yuan. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) on related party transactions for the acquisition of some equities of Sichuan railway construction company, Hangyan company and Zhenjing company with Announcement No. 2021064 disclosed by the company on May 26, 2021.
4. The company held the 39th meeting of the 7th board of directors on September 24, 2021. The meeting deliberated and adopted the proposal on abandoning holding and participating in investment in PPP project of Kangding Xinduqiao section expressway of g4218 line and yajiageng tunnel construction project of s434 line. The total investment of the project is 18.697 billion yuan, of which the project capital is about 3.74 billion yuan, accounting for 20% of the total investment. Sichuan communications company, canggao company and China Railway Chengtou hold 1%, 50% and 49% shares respectively. The capital contributions required by Sichuan communications company, canggao company and China Railway Chengtou are 37.4 million yuan, 1.87 billion yuan and 1.832.6 billion yuan respectively. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) about equity participation and investment in PPP project of Kangding Xinduqiao section expressway of g4218 line and yajiageng tunnel of s434 line with Announcement No. 2021099.
5. The company held the 41st meeting of the 7th board of directors on October 20, 2021. The meeting deliberated and adopted the proposal on the company issuing shares, paying cash to purchase assets and raising supporting funds to form related party transactions. The counterparties of the company for issuing shares and paying cash to purchase assets are Shudao group, chuangao company, canggao company, Sichuan Expressway Company Limited(601107) , port and shipping development and Gaolu cultural tourism. Shudao group is the controlling shareholder of the company. At present, Shudao group holds 100% equity of chuangao company, 100% equity of canggao company and Sichuan Expressway Company Limited(601107) 35.86% equity. It is the controlling shareholder of chuangao company, canggao company and Sichuan Expressway Company Limited(601107) and Shudao group currently holds 90.715% equity of Sichuan port and Shipping Investment Group Co., Ltd., the sole shareholder of port and shipping development, Gaolu cultural tourism is a wholly-owned subsidiary of chuangao company.
The issuing objects of the matching funds raised by the company’s issuance of shares include Sichuan Jiaorong Holding Co., Ltd., which is a company controlled by Shudao group. Therefore, the issuance of shares and the payment of cash to purchase assets and raise matching funds constitute related party transactions. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) on related party transactions involving the issuance of shares and the payment of cash to purchase assets and the raising of supporting funds with Announcement No. 2021116.
6. The company held the 41st meeting of the 7th board of directors and the 6th extraordinary general meeting of shareholders in 2021 on October 20, 2021 and December 22, 2021 respectively. The meeting deliberated and adopted the proposal on the company’s custody of the target company before the completion of issuing shares and paying cash to purchase assets. Considering that it may take a long time for the company to issue shares and pay cash to purchase assets, in order to solve the problem of horizontal competition before the completion of this transaction and steadily promote the process of injecting the traffic engineering construction project of Shudao group into the company, the company plans to entrust the subject company involved in this transaction before the completion of this transaction. Therefore, The company intends to cooperate with the three target companies involved in this transaction, including Jiaojian group, Gaolu construction and Gaolu greening, and all shareholders’ rights of the target assets before this transaction, except for the right to dispose of equity, the right to benefit shareholders and the right to distribute the remaining property during the liquidation of the target company, as well as the decision-making power of operation and management involved in the operation and management process of the target company The power of supervision and management is entrusted to the company. The annual custody fee is calculated as 2% of the audited owner’s equity (consolidated standard) of the three target companies in 2020 (a total of 591095 million yuan), which shall be paid to the company by the three target companies on an annual basis. If the custody period exceeds 18 months, the parties shall negotiate the custody fee standard separately. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) about the custody and related party transactions of the underlying assets before the issuance of shares and the payment of cash for the purchase of assets.
7. On October 28, 2021, the company deliberated and approved the proposal on the investment of Luqiao group in the new urbanization construction project along Xichang high-speed railway. Xichang state owned assets operation and Management Co., Ltd. issued the bidding announcement of new urbanization construction projects along Xichang high speed railway – investment and construction partners, and plans to introduce partners with investment and financing capacity to jointly participate in the development, investment, construction and operation of new urbanization construction projects along Xichang high speed railway. Sichuan highway and Bridge Construction Group Co., Ltd., a wholly-owned subsidiary of the company, and Sichuan Road & Bridge Co.Ltd(600039) Shengtong Construction Engineering Co., Ltd., a subsidiary of the company, intend to form a consortium with Sichuan railway investment Urban Rural Investment and Construction Group Co., Ltd. and China State Construction Engineering Corporation Limited(601668) southwest design and Research Institute Co., Ltd. to participate in the bidding of the project. The urban and rural group is the leader of the consortium and plans to account for 54% of the shares of the project company; Luqiao group and its subsidiaries plan to account for 26% of the total shares of the project company, with a total capital contribution of about 832 million yuan
The transactions related to the types of transactions conducted by the company with different related parties in the past 12 months are: none.
1、 Overview of related party transactions
On October 20, 2021, the 41st meeting of the 7th board of directors of the company considered and approved the proposal on signing the supplementary agreement related to issuing shares and paying cash to purchase assets with effective conditions, the proposal on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, etc, It is agreed that the company will purchase relevant assets including 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) by issuing shares and paying cash (hereinafter referred to as “this reorganization”) and raise supporting funds by non-public offering of shares to specific objects. After the audit and evaluation of the underlying assets to be purchased by the company are completed, The company will hold another meeting of the board of directors to consider other matters related to the issuance of shares, payment of cash and supporting fund-raising and related party transactions. For details, please refer to the announcement of Sichuan Road & Bridge Co.Ltd(600039) on related party transactions involving the issuance of shares and the payment of cash to purchase assets and the raising of supporting funds, with Announcement No. 2021116, disclosed by the company on October 21, 2021.
The underlying assets involved in this reorganization have been audited and evaluated. Whereas Sichuan Expressway Company Limited(601107) transfer of 5% equity of CCCC group requires Sichuan Expressway Company Limited(601107) to fulfill the relevant procedures of reporting to the stock exchange of Hong Kong Limited and Shanghai Stock Exchange, making announcements, obtaining the approval of independent shareholders and the approval of the general meeting of shareholders, there is uncertainty about whether and when it can be completed. In order to accelerate the progress of this reorganization, through consensus of all parties, Sichuan Expressway Company Limited(601107) held 5% equity of CCCC group will no longer be included in the scope of the subject assets of this reorganization; After negotiation between the company and Sichuan Expressway Company Limited(601107) separately, the company will accept the transfer in cash in the way agreed in the agreement. The pricing basis of this related party transaction is consistent with that of the related assets involved in this restructuring. The price of this related party transaction is 369195 million yuan. Shudao group makes a commitment for the performance of this equity and compensates the company for the unrealized commitment performance.
On March 3, 2022, the 52nd meeting of the seventh board of directors of the company considered and approved the proposal on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company. The number of participants in the meeting shall be 11, and the actual number of participants shall be 11. Xiong Guobin, chairman of the board of directors, presided over the meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The related directors Yang rugang and Yan Zhi issued prior approval opinions and agreed before the meeting.
Since the controlling shareholders of Sichuan Expressway Company Limited(601107) and the company are both Shudao group, the company’s transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) constitutes the company’s related party transaction in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. As of this related party transaction, the related party transactions related to the same related party or between the company and different related parties (except those that have fulfilled relevant obligations) have reached 30 million yuan in the past 12 months, accounting for more than 5% of the absolute value of the company’s latest audited net assets. This related party transaction must be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
(I) introduction to related party relationship
Sichuan Expressway Company Limited(601107) and the controlling shareholder of the company are both Shudao group. According to the provisions of the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, Sichuan Expressway Company Limited(601107) belongs to the related legal person of the company.
(II) basic information of related parties
1. Shudao Investment Group Co., Ltd
Registered address: Block H, Zhonghai International Center, No. 499, jiaozi Avenue, high tech Zone, Chengdu, Sichuan
Legal representative: Tang Yong
Registered capital: 4.8 million yuan
Date of establishment: May 26, 2021
Business scope: general items: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Engineering management services; Engineering technical services (except planning management, survey, design and supervision); Municipal facilities management; Land improvement services; Planning and design management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; estate management; Big data services; Internet data services; Internet of things technology services; Software development; Information technology consulting services; Socio economic advisory services; Information consulting services (excluding licensed information consulting services); Supply chain management services; Operation of road freight transport stations; China cargo transportation agency; Park management services; Carry out the business activities (including those that need to be approved according to law, except for those that need to be approved according to law for warehousing of dangerous goods) (except for those that need to be approved according to law). Licensed items:
