Sichuan Road & Bridge Co.Ltd(600039) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company” or ” Sichuan Road & Bridge Co.Ltd(600039) “) intends to purchase 95.00% equity of Sichuan Communications Construction Group Co., Ltd., 100.00% equity of Sichuan Gaolu Construction Engineering Co., Ltd. and 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. controlled by Shudao Investment Group Co., Ltd. by issuing shares and paying cash; Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) intends to raise matching funds by non-public offering of shares to specific objects (hereinafter referred to as “this transaction”).
The board of directors of the company has made a prudent judgment on whether the transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), and the board of Directors believes that:
1、 This transaction complies with the relevant provisions of Article 11 of the reorganization management measures, as follows: 1. It complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management, antitrust and so on.
2. It will not cause the company to fail to meet the conditions for listing.
3. The asset pricing involved in this transaction is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders.
4. The ownership of the assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal.
5. This transaction is conducive to enhancing the company’s ability of sustainable operation, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization.
6. This transaction is conducive to the company’s independence from the controlling shareholders and their affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies.
7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
2、 This transaction complies with the relevant provisions of Article 43 of the reorganization management measures. The specific circumstances are as follows:
1. This transaction is conducive to improving the quality of the company’s assets, improving its financial situation and enhancing its sustainable profitability. After the completion of this transaction, it will standardize related party transactions and avoid adding unnecessary related party transactions, solve the problem of horizontal competition between the company and its controlling shareholders, and enhance the independence of the company.
2. The company’s financial and accounting reports for the last year and the first period have been issued with unqualified audit reports by certified public accountants.
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or under investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
4. The assets purchased by the company in this exchange are operating assets with clear ownership, and can complete the ownership transfer procedures within the agreed time limit.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
It is hereby explained.
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