Citic Securities Company Limited(600030) about Sichuan Road & Bridge Co.Ltd(600039)
Formulation and implementation of insider registration system
Verification opinion of independent financial advisor
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) ” and “listed company”) intends to apply to Sichuan Expressway Construction and Development Group Co., Ltd. (hereinafter referred to as “chuangao company”) and Sichuan Tibetan Expressway Co., Ltd. (hereinafter referred to as “canggao company”) Sichuan port and Waterway Development Co., Ltd. (hereinafter referred to as “port and waterway development”) issues shares and pays cash to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”), of which 51% equity of Communications Construction Group held by chuangao company and 39% equity of Communications Construction Group held by canggao company are paid by share consideration, The 5% equity of CCCC group held by port and waterway development is paid in cash consideration Sichuan Road & Bridge Co.Ltd(600039) issue shares to Shudao Investment Group Co., Ltd., chuangao company and Sichuan Gaolu Cultural Tourism Development Co., Ltd. to purchase 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company to purchase 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd.
At the same time, Sichuan Road & Bridge Co.Ltd(600039) plans to raise matching funds from the related party Shudao Capital Holding Group Co., Ltd. controlled by the controlling shareholder and the strategic investor Sichuan Energy Investment Group Co., Ltd. Byd Company Limited(002594) non-public offering of shares. The total amount of matching funds raised is 2499998679 yuan, which does not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction, And the number of shares issued shall not exceed 30% of the total share capital of the listed company before this transaction.
Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial advisor”) as the independent financial advisor of the listed company for this transaction, checked the formulation and implementation of Sichuan Road & Bridge Co.Ltd(600039) insider registration system, as follows:
1、 Formulation and implementation of the insider registration system of listed companies
On March 22, 2010, the 8th meeting of the 4th board of directors of the company deliberated and approved the proposal on Revising the measures for information disclosure affairs of the company. This revision is mainly to supplement and improve the management measures for information disclosure affairs of the company, and mainly add the information management system for external units and insider information management system.
On February 22, 2012, the 22nd Meeting of the 4th board of directors of the company considered and agreed to revise the relevant provisions on the registration and management system of insiders in the management measures for information disclosure of the company.
2、 Implementation of the insider registration system of listed companies
During the planning of this transaction, the listed company and the relevant parties of this transaction have taken necessary and sufficient confidentiality measures to limit the scope of relevant sensitive information. In order to safeguard the interests of investors and avoid significant impact on the share price of listed companies, the trading of shares of listed companies will be suspended from September 30, 2021 upon the application of listed companies.
The listed company registered the insiders involved in this transaction and timely reported the list of insiders to Shanghai Stock Exchange.
In addition, the listed company also made a memorandum on the progress of the transaction, recording the specific links and progress of the transaction, including the time, place, participating institutions and personnel of scheme discussion, work content communication and other matters, and registered with the Shanghai stock exchange for record.
3、 Independent financial advisor’s concluding comments
After verification, the independent financial adviser believes that:
1. Sichuan Road & Bridge Co.Ltd(600039) in accordance with the securities law, the measures for the administration of information disclosure of listed companies, the provisions on the registration and administration system of insiders of listed companies, the articles of association and other relevant provisions, the management system of insiders of insider information is formulated, which is in line with the provisions of relevant laws and regulations.
2. Sichuan Road & Bridge Co.Ltd(600039) in this transaction, the insider was registered and reported in accordance with the insider management system, which was in line with the provisions of relevant laws and regulations and the company’s system.
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