Citic Securities Company Limited(600030) about Sichuan Road & Bridge Co.Ltd(600039)
Issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
Verification opinions of independent financial advisers on industrial policies and transaction types
According to the requirements of normative documents such as the implementation plan of the merger and reorganization examination and separation system of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the notice on cooperating with the relevant work of the merger and reorganization examination and separation system of the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchange”) (issued on September 13, 2013), Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial consultant”) as an independent financial consultant of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) ” and “listed company”) issued shares, paid cash to purchase assets and raised supporting funds and related party transactions (hereinafter referred to as “this transaction”), asked whether this transaction is an industry that focuses on supporting the promotion of mergers and acquisitions Whether it belongs to the same industry or upstream and downstream mergers and acquisitions, whether it constitutes reorganization and listing, whether it involves the issuance of shares, and whether the listed company has not been closed by the CSRC. The opinions are as follows:
1、 Verification content
(I) whether the industries or enterprises involved in this transaction belong to the “leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
According to the transaction plan, Sichuan Road & Bridge Co.Ltd(600039) plans to submit 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. (hereinafter referred to as “Shudao group”), chuangao company and Sichuan Gaolu Cultural Tourism Development Co., Ltd. (hereinafter referred to as “Gaolu cultural tourism”) to purchase 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd. (hereinafter referred to as “Gaolu construction”) 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. (hereinafter referred to as “Gaolu greening”).
At the same time, Sichuan Road & Bridge Co.Ltd(600039) plans to raise matching funds from the non-public offering of shares of the controlling shareholder controlled related party Shudao Capital Holding Group Co., Ltd. (hereinafter referred to as “Shudao capital”) and the strategic investors Sichuan Energy Investment Group Co., Ltd. (hereinafter referred to as “Energy Investment Group”), Byd Company Limited(002594) (hereinafter referred to as ” Byd Company Limited(002594) “), The total amount of supporting funds raised is 249999998679 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 does not exceed 30% of the total share capital of the listed company before this transaction.
According to the guidelines for Industry Classification of listed companies (revised in 2012) issued by China Securities Regulatory Commission, Sichuan Road & Bridge Co.Ltd(600039) belongs to “E48 civil engineering construction industry”. The highway engineering construction, greening engineering construction and other businesses engaged in by the subject assets belong to “E48 civil engineering construction industry”, It is not an industry or enterprise that focuses on supporting the promotion of merger and reorganization, such as “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization”, as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology.
(II) whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
1. Whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream M & A
In this transaction, the industry of the listed company is civil engineering and construction, and its main business is highway and bridge engineering construction, highway and Bridge Investment and operation and hydropower generation. The industry of the underlying assets Jiaojian group, high road construction and high road greening is civil engineering and construction. Therefore, the transaction types involved in this exchange belong to the same industry or upstream and downstream mergers and acquisitions.
2. Whether this asset reorganization constitutes reorganization and listing
Before and after this transaction, Sichuan Road & Bridge Co.Ltd(600039) controlling shareholders are all Shudao group, and the actual controllers are Sichuan provincial state owned assets supervision and Administration Commission. The controlling shareholder and actual controller of the listed company have not changed before and after this transaction, and this transaction will not lead to the change of the control right of the listed company. According to the relevant provisions of the measures for the administration of major asset reorganization of listed companies, this transaction does not constitute reorganization and listing.
(III) whether the transaction involves the issuance of shares
According to the transaction plan, Sichuan Road & Bridge Co.Ltd(600039) plans to purchase assets from chuangao company, canggao company, Shudao group and Gaolu cultural tourism by issuing shares. Meanwhile, it plans to raise matching funds from Shudao capital, strategic investor energy investment group and Byd Company Limited(002594) non-public offering of shares. Therefore, this transaction involves the issuance of shares.
(IV) whether the listed company has been placed on file for inspection by the CSRC and has not been closed
According to Sichuan Road & Bridge Co.Ltd(600039) relevant announcements, commitments issued, public information of the CSRC and other regulatory authorities, and the results of the independent financial consultant’s inquiry of relevant public information, as of the date of issuance of this verification opinion, there is no case of the listed company being filed and audited by the CSRC.
(V) other matters required by the CSRC or the Shanghai Stock Exchange
None.
2、 Independent financial advisor’s concluding comments
After verification, the independent financial adviser believes that:
1、 The industries and enterprises involved in this transaction do not belong to the “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries that focus on supporting the promotion of mergers and acquisitions;
2. The transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions, which does not constitute reorganization and listing;
3. This transaction involves the issuance of shares;
4. As of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
(no text below)
