Citic Securities Company Limited(600030) verification opinion of independent financial consultant on Sichuan Road & Bridge Co.Ltd(600039) stock price fluctuation failing to meet the relevant standards in Article 5 of the notice on regulating information disclosure of listed companies and the behavior of relevant parties
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “listed company”, “company” or ” Sichuan Road & Bridge Co.Ltd(600039) “) intends to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd., 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd. and 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. by issuing shares and paying cash. Meanwhile, The company plans to raise matching funds from the related party Shudao Capital Holding Group Co., Ltd. controlled by the controlling shareholder, the strategic investor Sichuan Energy Investment Group Co., Ltd. Byd Company Limited(002594) non-public offering of shares (hereinafter referred to as “this transaction”).
Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial advisor”) as the independent financial advisor of Sichuan Road & Bridge Co.Ltd(600039) this transaction, in accordance with the requirements of Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128) issued by the CSRC, The fluctuation of the listed company in the 20 trading days before the date of the resolution made by the board of directors of this transaction is verified as follows:
1、 Stock price fluctuation of listed companies
According to Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128), “If the stock price of a listed company rises or falls by more than 20% within 20 trading days before the release of sensitive and significant information of stock price, excluding the influence of market factors and industry sector factors, the listed company shall fully prove that there is no insider trading behavior such as insiders and immediate family members when filing an application for administrative license with the CSRC.”
Upon application to the Shanghai Stock Exchange, the trading of shares of listed companies will be suspended from the opening of the market on September 30, 2021. The interval of 20 trading days before the company applies for suspension due to this reorganization is from August 31, 2021 to September 29, 2021, and the base date of rise and fall is the 21st trading day before suspension (August 30, 2021). The stock price of the company, Shanghai Composite Index ( Ping An Bank Co.Ltd(000001) . SH) and The rise and fall of the civil engineering construction index (Code: 883153. WI) of the CSRC are as follows:
Rise and fall of the project from August 30, 2021 to September 29, 2021
Sichuan Road & Bridge Co.Ltd(600039) (yuan / share) 6.86 8.44 23.03%
Shanghai Composite Index (point) 352815353629 0.23%
Rise and fall of the project from August 30, 2021 to September 29, 2021
China Securities Regulatory Commission civil engineering construction 236762251906 6.40% building index (points)
Excluding the impact of market factors, the rise and fall range was 22.80%
Excluding the influence of industry sector factors, the rise and fall range was 16.64%
Note: according to the industry classification of China Securities Regulatory Commission, Sichuan Road & Bridge Co.Ltd(600039) belongs to the construction industry, and the industry index corresponds to the civil engineering construction industry index of China Securities Regulatory Commission. Data source: wind information.
On August 30, 2021, the closing price of the company’s shares was 6.86 yuan / share; On September 29, 2021, the closing price of the company’s shares was 8.44 yuan / share. The cumulative rise and fall of the company’s stock price in the 20 trading days before the announcement of the suspension of trading matters was 23.03%. Excluding the influence of market factors (Shanghai Composite Index), the cumulative rise and fall of the company’s stock price in this range is 22.80%; Excluding the influence of industry sector factors (civil engineering construction index of CSRC), the cumulative rise and fall of the company’s stock price in this range is 16.64%. Therefore, the cumulative rise and fall of the company’s share price before this transaction, excluding the influence of market factors and industry sector factors, did not exceed 20%.
2、 Verification opinions of independent financial advisor
After verification, the independent financial consultant believes that after excluding the influence of market factors and industry sector factors, the stock price fluctuation of the company before the suspension of this reorganization does not meet the relevant standards of cumulative rise and fall specified in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties (Zheng Jian Gong Si Zi [2007] No. 128). (no text below)
