Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022031
Sichuan Road & Bridge Co.Ltd(600039)
Announcement on diluted immediate return, filling measures and commitments of relevant subjects of this transaction
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”) 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. 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”).
According to 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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) According to the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other regulations of the CSRC, the company’s impact on the dilution of immediate return, prevention and filling measures and relevant commitments of this transaction are as follows:
1、 Impact of this transaction on current earnings per share
According to the company’s reference review report, before and after the completion of this transaction, the company’s earnings per share are as follows:
Project from September 30, 2021 to January September, 2021 to December 31, 2020
Pre transaction post transaction pre transaction post transaction
Basic earnings per share (yuan) 0.73 0.72 0.78 0.68
In 2020, the earnings per share of listed companies will drop from 0.78 yuan / share before this transaction to 0.68 yuan / share, with diluted immediate return. Mainly with the growth of the performance of the target company Jiaojian group in the reporting period, the earnings per share of listed companies will change from 0.73 yuan / share before this transaction to 0.72 yuan / share from January to September 2021, and the diluted immediate return will be narrowed.
Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022031
2、 Measures taken by the company to prevent this transaction from diluting the immediate return and improving the ability of future return
After the completion of this transaction, the total share capital of the company will increase; Therefore, if the company’s business fails to achieve corresponding growth in the future, there will be a risk of decline in the company’s earnings per share index. The company will take the following measures to actively prevent this transaction from diluting the immediate return and improving the ability of future return.
1. Strengthen the integrated management of target assets and improve the profitability of the company
After the completion of this transaction, the target company will become a subsidiary of the company. According to the characteristics of the industry in which the target company is located, the company will actively strengthen asset integration, focus on the development of main business, continuously strengthen the management level, improve the future long-term profitability of the target assets, and provide a solid guarantee for the sustainable operation of the company.
2. Further strengthen operation management and internal control to improve operation efficiency
After the completion of this transaction, the company will continuously improve the corporate governance structure in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the articles of association of listed companies, so as to ensure that shareholders can fully exercise their rights, the board of directors can exercise their powers and make scientific decisions in accordance with the provisions of the articles of association, and independent directors can perform their duties independently, Protect the legitimate rights and interests of the company, especially small and medium-sized investors, and provide scientific and effective governance structure and institutional guarantee for the sustainable and stable development of the company. At the same time, the company will further strengthen enterprise operation and management, improve the daily operation efficiency of the company, reduce the operation cost of the company, comprehensively and effectively control the operation and management risks of the company and improve the operation efficiency.
3. Strictly implement the profit distribution policy and strengthen the return mechanism for investors
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, the company has stipulated the decision-making procedures and mechanism of profit distribution, the specific contents of cash dividend policy, the form of profit distribution, etc. in the articles of association, Pay attention to improving the level of cash dividends and improving the return to shareholders.
After the completion of this transaction, the company will strictly implement laws and regulations and the articles of association, continue to implement sustainable, stable and active profit distribution policies, widely listen to the opinions and suggestions of investors, especially small and medium-sized investors, strengthen the rights and interests protection mechanism of small and medium-sized investors and give reasonable returns to investors in combination with the actual situation of the company and the wishes of investors.
Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022031
3、 Commitments of the controlling shareholders, directors and senior managers of the company on the measures to fill the diluted immediate return in this restructuring
In accordance with the relevant provisions of the CSRC, the controlling shareholders, directors and senior managers of the company made a commitment to ensure that the company’s measures to fill the immediate return can be effectively implemented.
1. Commitments made by the controlling shareholders of the company
Shudao group, the controlling shareholder of the company, makes the following commitments:
“(1) do not interfere with the operation and management activities of the company beyond its authority, and do not encroach on the interests of the company.
(2) From the date of issuance of this commitment to the completion of the company’s restructuring, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the company promises to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time.
(3) Earnestly implement the relevant measures for filling returns formulated by the company and any commitments made on filling returns. If the company violates such commitments and causes losses to the company or investors, it is willing to bear the liability for compensation to the company or investors according to law.
The company is aware of the possible legal consequences of the above commitments, and the company will bear individual and joint legal liabilities for violations of the above commitments. “
2. Commitments made by directors and senior managers of the company
“(1) I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways;
(2) I promise to restrict my job consumption behavior;
(3) I promise not to use the company’s assets to engage in investment and consumption activities unrelated to my performance of duties; (4) I promise that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the company’s measures to fill the diluted immediate return;
(5) If the company implements the equity incentive plan in the future, I promise that the exercise conditions of the equity incentive to be announced by the company will be linked to the implementation of the company’s measures to fill the diluted immediate return;
Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022031
(6) If the CSRC requires to adjust the commitments issued by itself during the review process, the relevant commitments shall be adjusted accordingly according to the requirements of the CSRC;
(7) From the issuance date of this commitment to the completion of the company’s transaction, if the CSRC makes other new regulatory provisions on filling return measures and commitments of relevant personnel, and the above commitments cannot meet the new regulatory provisions of the CSRC, I promise to issue supplementary commitments according to the latest provisions of the CSRC at that time;
(8) As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant regulatory measures in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and Shenzhen Stock Exchange.
”
It is hereby explained.
Sichuan Road & Bridge Co.Ltd(600039) board of directors March 3, 2022
