Sichuan Road & Bridge Co.Ltd(600039)
Information on the purchase and sale of assets within 12 months before issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
explain
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”) intends to purchase 95% of the shares of Sichuan Communications Construction Group Co., Ltd., 100% of the shares of Sichuan Gaolu Construction Engineering Co., Ltd. and 96.67% of the shares of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. by issuing shares and paying cash. At the same time, The company plans to raise matching funds by non-public offering of shares to specific objects (hereinafter referred to as “this transaction”). In view of the uncertainty of this transaction, in order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal fluctuation of the company’s share price, the trading of the company’s shares (Securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) , securities code: Sichuan Road & Bridge Co.Ltd(600039) ) has been suspended since the opening of the market on September 30, 2021 according to the relevant provisions of Shanghai Stock Exchange.
According to the measures for the administration of major asset restructuring of listed companies (CSRC Order No. 166) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”): “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The asset transaction that has prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period of major asset restructuring stipulated by the CSRC in paragraph 1 of Article 13 of these measures If the limits and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. “
12 months before the transaction, the company acquired the same or related assets as follows:
1. After the deliberation and approval of the 29th meeting of the seventh board of directors and the fourth extraordinary general meeting of shareholders in 2021, the company and its wholly-owned subsidiary Sichuan highway and Bridge Construction Group Co., Ltd. acquired 51% equity of Sichuan Railway Construction Co., Ltd. (hereinafter referred to as “Sichuan railway construction company”) controlled by the original controlling shareholder Sichuan Railway Industry Investment Group Co., Ltd 51% equity of Sichuan Hangyan Construction Engineering Co., Ltd. (hereinafter referred to as “Hangyan company”) and 51% equity of Sichuan Zhenjing Construction Engineering Co., Ltd. (hereinafter referred to as “Zhenjing company”). 2. After deliberation and approval at the 52nd meeting of the 7th board of directors, the company plans to acquire 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company.
According to the measures for the administration of major asset restructuring of listed companies, it is estimated that this transaction does not constitute major asset restructuring of listed companies, as follows:
Unit: 10000 yuan
Total underlying assets, net trading assets and trading revenue
Which is higher? Which is higher
1、 Continuous purchase of the same or related assets in the past 12 months
51% equity of CRCC 28109360975165020201399
51% equity of Hangyan company 7795222117176213483262
51% equity of Zhenjing company 12251874791831378896
5% equity of CCCC note 3691950
2、 This transaction
95% equity of CCCC group 11456842270147050100555070
100% equity of Gaolu building 70398301894 Yunding Technology Co.Ltd(000409) 6802
Gaolu greening 96.67% equity 60465692137 East Group Co.Ltd(300376) 2859
Total 16478458989272895143478287
Sichuan Road & Bridge Co.Ltd(600039) (2020) 1132237454226141238610699075
Proportion: 14.55%, 39.48%, 23.49%
Whether it constitutes a material no
Note: according to the relevant provisions of Article 14 of the measures for the administration of major asset restructuring of listed companies, if the listed company obtains the controlling right of the invested enterprise due to the purchase of equity, the total assets shall be subject to the higher of the asset amount and transaction amount of the invested enterprise, and the operating income shall be subject to the operating income of the invested enterprise, The net assets are subject to the higher of the net assets and transaction amount of the invested enterprise. Therefore, when calculating the proportion of indicators related to the acquisition of 95% equity of CCCC group in this transaction, the total assets, net assets and operating income used are not multiplied by the acquisition proportion. Therefore, when calculating the proportion of indicators related to the acquisition of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company, the calculation is not repeated.
According to the above calculation, this transaction does not meet the major asset reorganization standard stipulated in the administrative measures for major asset reorganization of listed companies, and does not constitute the major asset reorganization of the company; At the same time, this transaction involves the issuance of shares to purchase assets, so it needs to be submitted to the M & a committee of the CSRC for review and approved by the CSRC before implementation.
It is hereby explained.
Sichuan Road & Bridge Co.Ltd(600039) March 3, 2022
