Floor 5, block C, shoukai happiness Plaza, Xindong Road, Chaoyang District, Beijing
5th Floor, Building C, The International Wonderland, Xindong Road, Chaoyang District, Beijing
Zip code: 100027 Tel: 86-01050867666 Fax: 86-01065527227
Email / e-mail: [email protected].
Beijing Xi’an Shenzhen Haikou Shanghai Guangzhou Hangzhou Shenyang Nanjing Tianjin Heze Chengdu Suzhou Hohhot Hong Kong Wuhan Zhengzhou Changsha Xiamen
Beijing Kangda law firm
About Sichuan Road & Bridge Co.Ltd(600039)
Legal opinions on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Kangda Guzhong Zi [2022] No. 0003
March, 2002
catalogue
Part I Introduction two
1、 Introduction to the Institute two
2、 Our lawyer declares and promises that two
3、 The relevant abbreviations in this legal opinion are 4 the second part of the text eleven
1、 This transaction plan eleven
2、 The subject qualification of the parties to this transaction twenty-six
3、 Approval and authorization of this transaction forty-eight
4、 The substantive conditions of this transaction fifty
5、 Agreements related to this transaction fifty-seven
6、 Main information of the target company of this transaction fifty-nine
7、 Related party transactions and horizontal competition one hundred and thirty-five
8、 The disclosure of matters related to this transaction and the performance of reporting obligations one hundred and forty-one
9、 Securities service institutions related to this transaction one hundred and forty-two
10、 The formulation and implementation of the insider registration system, and the trading of stocks by relevant personnel one hundred and forty-three
11、 Conclusion one hundred and forty-six
Beijing Kangda law firm
About Sichuan Road & Bridge Co.Ltd(600039)
Legal opinions on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Kangda Guzhong Zi [2022] No. 0003 to: Sichuan Road & Bridge Co.Ltd(600039)
Beijing Kangda law firm (hereinafter referred to as “the firm”) is entrusted by Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) ” or “the company”) to act as the special legal adviser for the company’s issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions (hereinafter referred to as “the transaction”), In accordance with the provisions of relevant laws, administrative regulations and normative legal documents such as the company law, the securities law, the reorganization management measures, the issuance management measures, the non-public rules, the provisions on certain issues of reorganization, the stock listing rules and the question and answer of strategic investors, and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, This legal opinion is issued on this transaction.
Part I Introduction
1、 Introduction to the Institute
Beijing Kangda law firm was established in August 1988. The office has branches in Xi’an, Hangzhou, Nanjing, Shanghai, Guangzhou, Shenzhen, Haikou, Shenyang, Tianjin, Chengdu, Suzhou, Hohhot, Hong Kong, Wuhan, Zhengzhou, Changsha and Xiamen. Its business scope mainly includes: Securities and capital markets, finance and banking, mergers and acquisitions, foreign direct investment, international trade, litigation and arbitration, intellectual property rights Project and real estate, public policy. In 1993, the exchange obtained the qualification certificate for engaging in securities legal business granted by the Ministry of justice and China Securities Regulatory Commission in the first batch.
2、 Statement and commitment of our lawyer
In order to issue this legal opinion, our lawyers have checked the legal qualifications of the relevant subjects of this transaction and the conditions that this transaction should meet in accordance with the relevant laws, administrative regulations and normative documents of China, consulted the documents that our lawyers believe are necessary for issuing this legal opinion, and communicated with the company and other relevant intermediaries on relevant matters.
The lawyer of the firm submitted the list of materials that should be provided to the lawyer of the firm to Sichuan Road & Bridge Co.Ltd(600039) and other subjects of the transaction, and obtained the materials, documents and explanations of relevant issues provided by Sichuan Road & Bridge Co.Ltd(600039) and other relevant subjects of the transaction according to the list; Such materials, documents and explanations constitute the basis for our lawyers to issue this legal opinion. In addition, for the matters that our lawyers believe are crucial to this transaction and lack independent evidence support, our lawyers have obtained the certificates of relevant government authorities and the explanations and commitments of relevant subjects of this transaction on relevant factual and legal issues. The above certificates, explanations and commitments also constitute the supporting materials for the lawyer to issue this legal opinion.
During the above investigation, our lawyers have received the following commitments and guarantees from Sichuan Road & Bridge Co.Ltd(600039) and other relevant subjects of this transaction, and all materials and documents provided by them are true, accurate and complete; All signatures and seals on the documents provided are authentic, and the copies of the documents provided are consistent with their originals.
Our lawyers express legal opinions based on the facts that have occurred or existed before the date of issuance of this legal opinion, and based on our lawyers’ understanding of relevant facts and relevant laws, administrative regulations and normative documents in force in China.
Our lawyers have performed their statutory duties, followed the principles of diligence and good faith, and verified the relevant legal matters of Sichuan Road & Bridge Co.Ltd(600039) this transaction (subject to and limited to the matters expressed in this legal opinion) in accordance with the business standards, ethics and the spirit of diligence and diligence recognized by the lawyer industry. The firm and the handling lawyer guarantee that the facts of this legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements and major omissions.
Our lawyers shall be liable for the legal opinions issued in this legal opinion according to law.
Our lawyers only give legal opinions on the legal matters related to this transaction (subject to and limited to the matters expressed in this legal opinion), and only give legal opinions in accordance with the current effective Chinese laws and regulations. This legal opinion does not express opinions on professional matters and reports other than accounting, audit, asset evaluation, financial analysis, profit forecast, business development analysis and other legal majors. The quotation of some data and conclusions in relevant accounting statements, audit reports, evaluation reports or other business reports in this legal opinion does not mean that the exchange makes any express or implied guarantee for the authenticity and accuracy of these data and conclusions. We and our lawyers are not qualified to verify and evaluate the contents of such data and reports.
This legal opinion is only used by Sichuan Road & Bridge Co.Ltd(600039) for the purpose of this transaction, and shall not be used for any other purpose or purpose without the written permission of the exchange. The exchange agrees to take this legal opinion as a necessary legal document for Sichuan Road & Bridge Co.Ltd(600039) applying for this exchange, and submit it to the CSRC along with other application materials for examination and relevant information disclosure. Our lawyers agree that Sichuan Road & Bridge Co.Ltd(600039) in the application materials of this transaction, or quote all or part of the contents of this legal opinion according to the review requirements of CSRC, but the above quotation shall not lead to legal ambiguity or misinterpretation.
3、 Relevant abbreviations in this legal opinion
In this legal opinion, unless the context otherwise requires, the following words have the following meanings:
The company was listed on March 25, 2003/
Refers to the stock listed on Shanghai Stock Exchange, abbreviated as ” Sichuan Road & Bridge Co.Ltd(600039) “, and the stock issuer
Code is ” Sichuan Road & Bridge Co.Ltd(600039) “
Shudao group and controlling shareholder refer to Shudao Investment Group Co., Ltd. Sichuan Road & Bridge Co.Ltd(600039) controlling shareholder
SASAC of Sichuan Province, state owned assets supervision and Administration Commission of Sichuan provincial government, Sichuan Road & Bridge Co.Ltd(600039) actual control index
Man system man
Sichuan Communications Construction Group Co., Ltd., the target company of this transaction, communications construction group, refers to
one of
Gaolu construction refers to Sichuan Gaolu Construction Engineering Co., Ltd., one of the target companies of this transaction
Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. refers to the greening of Gonggao Road, the subject of this transaction
One of the divisions
Sichuan Communications Construction Group Co., Ltd. and the target company of Sichuan Gaolu construction project refer to
Co., Ltd. and Sichuan Expressway Greening and Environmental Protection Development Co., Ltd
95% equity of CCCC group after being changed into a limited liability company and the assets / transaction targets of Gaolu construction
Building 100% equity and high road greening 96.67% equity
Chuangao refers to Sichuan Expressway Construction and Development Group Co., Ltd
Canggao refers to Sichuan Tibetan Expressway Co., Ltd
Port and shipping development refers to Sichuan port and Shipping Development Co., Ltd
Gaolu cultural tourism refers to Sichuan Gaolu Cultural Tourism Development Co., Ltd
The counterparties refer to Shudao group, chuangao company, canggao company, port and shipping development and Gaolu cultural tourism
Collective name of
Shudao Capital Holding Group Co., Ltd., formerly known as Sichuan Jiaorong Shudao Capital Group Co., Ltd
Holdings Limited
Energy investment group refers to Sichuan Energy Investment Group Co., Ltd
Byd Company Limited(002594) refers to Byd Company Limited(002594)
Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raise supporting capital
Gold and related party transactions
Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase CCCC group changed to have the shares issued and cash paid this time
It refers to 95% equity of the limited liability company, 100% equity of Gaolu construction and assets purchased by Gaolu
Greening 96.67% equity
The raised matching funds / issuance of Sichuan Road & Bridge Co.Ltd(600039) to Shudao capital, energy investment group and Byd Company Limited(002594) non-public offering of stock index
Supporting funds raised by shares
Sichuan development (holding) Co., Ltd. is a 100% share company of Shudao group
The right holder, but does not actually control Shudao group
Sichuan Jiuzhai Huanglong Airport Co., Ltd., the initiator of Sichuan Road & Bridge Co.Ltd(600039) , refers to Jiuhuang airport
One of the shareholders has transferred his Sichuan Road & Bridge Co.Ltd(600039) shares
Sichuan Jialing Asset Management Co., Ltd. refers to Sichuan Road & Bridge Co.Ltd(600039)
One of the initiating shareholders has transferred its Sichuan Road & Bridge Co.Ltd(600039) shares
Beijing Zhongjing Yuantong Expressway Investment Co., Ltd. is the development company of Sichuan Road & Bridge Co.Ltd(600039)
