Sichuan Road & Bridge Co.Ltd(600039)
Opinions of the 52nd session of the independent board of directors
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the governance standards of listed companies, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies and other normative documents, as well as the relevant provisions of the Sichuan Road & Bridge Co.Ltd(600039) articles of Association (hereinafter referred to as the "articles of association"), As an independent director of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as "the company"), we discussed the relevant proposals on issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions (hereinafter referred to as "the transaction") considered at the 52nd meeting of the seventh board of directors of the company, As well as the proposal on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the board of directors, based on the position of independent judgment, the independent opinions are as follows:
1、 Independent opinions on proposals related to this transaction
1. The related proposals of this transaction involving related party transactions have been approved by us in advance before being submitted to this board meeting for deliberation. The relevant proposals of this transaction were deliberated and adopted at the 52nd meeting of the seventh board of directors of the company. The convening, convening and voting procedures of the meeting of the board of directors comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of Association, and the voting results are legal and effective.
2. The adjusted scheme of this transaction complies with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The scheme adjustment does not constitute a major adjustment, and the scheme is reasonable, practical and feasible without harming the interests of minority shareholders.
3. This transaction constitutes a connected transaction. When the board of directors considered the related party transaction proposal related to this transaction, the related directors avoided voting, and the convening and voting procedures of this board of directors were in accordance with relevant laws, regulations and the articles of association.
4. The report on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) and its abstract prepared by the company for this transaction are true, accurate and complete. The report (Draft) and its abstract have disclosed in detail the legal procedures to be performed in this transaction and fully disclosed the relevant risks of this transaction, Effectively protect the interests of the company and investors.
5. The supplementary agreement, performance commitment and compensation agreement with effective conditions signed by the company and the counterparty for this transaction comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws The provisions of regulations and normative documents and the requirements of regulatory rules are basically feasible and operable, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
6. For this transaction, the company employs Sichuan Tianjian Huaheng Assets Appraisal Co., Ltd. as the appraisal institution. We have demonstrated and verified the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing, and made the following prudent judgments:
(1) The evaluation organization is independent
Tianjian Huaheng is an asset appraisal institution with business qualification related to securities and futures. In addition to the business relationship of providing asset appraisal for this transaction, there is no other related relationship between Tianjian Huaheng and its handling appraiser and the relevant parties of this transaction except the normal business relationship, and there is no realistic and expected interest relationship or conflict affecting its provision of services. The appraisal institution is independent.
(2) The assessment assumptions are reasonable
Tianjian Huaheng comprehensively considers the actual situation of the industry and the actual operation of relevant assets to evaluate the subject assets. The relevant assumptions and premises of the appraisal conform to the relevant national laws and regulations, follow the general market practices or guidelines, and conform to the actual situation of the appraisal object. The assumptions and premises of the appraisal are reasonable.
(3) Correlation between evaluation method and evaluation purpose
The purpose of this appraisal is to determine the market value of the subject asset on the benchmark date and provide value reference basis for this transaction. The actual scope of assets appraised by Tianjian Huaheng is consistent with the scope of assets entrusted for appraisal. In accordance with the requirements of relevant national laws and regulations and industry norms, Tianjian Huaheng has implemented corresponding appraisal procedures in the appraisal process, followed the principles of independence, objectivity, scientificity and impartiality, applied the appraisal method that is compliant and in line with the actual situation of the subject asset, and the selected reference data and materials are reliable; The appraisal value of assets is fair and accurate. The selection of evaluation methods is appropriate, the evaluation conclusion is reasonable, and the correlation between the evaluation methods and the evaluation purpose is consistent.
(4) The current appraisal pricing is fair
In the process of this appraisal, Tianjian Huaheng has implemented the necessary appraisal procedures in accordance with the laws and regulations on asset appraisal and the principles of independence, objectivity and impartiality. The appraisal methods of various assets are appropriate, and the appraisal results objectively and fairly reflect the actual situation of the appraisal object on the benchmark date. The appraisal results are fair. The final trading price of the underlying assets will be based on the evaluation results of the evaluation report issued by Tianjian Huaheng with securities and futures business qualification and filed according to law, which will be determined by the trading parties through negotiation. The asset pricing is fair and reasonable, complies with the provisions of relevant laws, regulations and the articles of association, and will not damage the interests of the company and shareholders, especially minority shareholders.
To sum up, we believe that Tianjian Huaheng, the appraisal institution entrusted by the company in this transaction, is independent, the appraisal assumptions are reasonable, the appraisal methods are consistent with the appraisal purpose, the appraisal conclusion of the asset appraisal report is reasonable and the appraisal price is fair.
7. The company analyzed the impact of this transaction on the diluted immediate return, formulated the filling measures to be taken, and the relevant subjects made commitments to ensure the company's practical implementation of the measures to fill the immediate return. We believe that these analyses, measures and commitments are committed to protecting the interests of small and medium-sized investors, which is in line with the several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) issued by the State Council 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 (GBF [2013] No. 110) and the requirements of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement (2015) No. 31) issued by the China Securities Regulatory Commission.
8. The transaction price of the subject assets of this transaction is based on the evaluation results issued by the asset evaluation institution in accordance with the provisions of the securities law of the people's Republic of China and confirmed by filing according to law, which shall be determined by both parties through negotiation. The pricing principles and methods of related party transactions are appropriate, the transaction is fair and reasonable, and the necessary internal decision-making procedures of related party transactions have been performed, and there is no behavior damaging the interests of the company and its shareholders, especially the public shareholders.
9. This transaction is conducive to improving the quality of the company's assets, improving the company's financial situation and enhancing sustainable profitability, avoiding horizontal competition, standardizing related party transactions and maintaining the company's independence, which is in line with the realistic and long-term interests of the company and all shareholders.
10. This transaction is subject to relevant legal procedures and can be formally implemented only after being approved by the competent regulatory authority.
To sum up, this transaction complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws, regulations, normative documents and the articles of association, conforms to the interests of the company and does not damage the interests of the company and its shareholders. We agree to this transaction.
2、 Independent opinions on the proposal on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company
The company's transfer of 5% equity of Sichuan Communications Construction Group Co., Ltd. held by Sichuan Expressway Company Limited(601107) is consistent with the purpose of this transaction. This matter will not have a significant adverse impact on the company's finance and operation, is conducive to the long-term development of the company and is in line with the interests of all shareholders of the company. Therefore, we agree to the proposal on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) which is deliberated by the board of directors of the company, and the company shall sign an agreement with Shudao Investment Group Co., Ltd. Sichuan Expressway Company Limited(601107) on this matter in accordance with the law. These proposals involved related party transactions, and the related directors abstained from voting.
3、 Independent opinions on the proposal on the special report on the use of the previously raised funds the report of Sichuan Road & Bridge Co.Ltd(600039) on the use of the previously raised funds prepared by the company as of September 30, 2021 is true and complete, and the management and use of the previously raised funds by the company comply with the provisions of the fund-raising documents, involving the storage and use of the previously raised funds The previous decision-making and review procedures for management and use are legal and effective, and comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the management of funds raised by listed companies.
