Sichuan Road & Bridge Co.Ltd(600039)
Of the 52nd session of the 7th board of directors
Prior approval opinions of independent directors
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as independent directors of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”), After careful review of relevant documents, the following prior approval opinions are expressed on the related party transaction proposals on issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as “this transaction”) to be considered at the 52nd meeting of the seventh board of directors, as well as other related party transaction proposals to be considered by the board of directors:
1、 Prior approval opinions on related party transactions related to this transaction
The proposals on related party transactions involved in this transaction to be considered at the 52nd meeting of the seventh board of directors of the company include:
(I) proposal on the company meeting the conditions of issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions;
(II) proposal on the company’s plan of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions;
(III) proposal on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions report (Draft) and its summary;
(IV) proposal on the company issuing shares, paying cash to purchase assets and raising supporting funds to form related party transactions;
(V) the proposal that the issuance of shares and the payment of cash to purchase assets and the raising of supporting funds by the company do not constitute a major asset restructuring;
(VI) proposal on signing supplementary agreements related to issuing shares and paying cash to purchase assets with effective conditions;
(VII) proposal on signing performance commitment and compensation agreement related to issuing shares and paying cash to purchase assets with effective conditions;
(VIII) proposal that the company’s issuance of shares and payment of cash to purchase assets comply with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies;
(IX) proposal on the compliance of the company’s issuance of shares and payment of cash to purchase assets with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies;
(x) the proposal that the entities related to the company’s issuance of shares and payment of cash to purchase assets do not have the situation of not participating in any major asset reorganization of listed companies as stipulated in Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset reorganization of listed companies;
（11） Proposal on the issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds and the adjustment of related party transactions do not constitute a major adjustment;
（12） Proposal on transferring 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company; （13） Proposal on measures to fill the diluted immediate return after issuing shares and paying cash to purchase assets and raising supporting funds;
（14） Proposal on Approving the audit report, reference review report and asset evaluation report related to the issuance of shares and the payment of cash for the purchase of assets and the raising of supporting funds;
（15） Proposal on the independence of appraisal institutions, rationality of appraisal assumptions, relevance between appraisal methods and appraisal purposes, and fairness of appraisal pricing;
（16） Proposal on the completeness and compliance of the company’s issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions, and the effectiveness of submitting legal documents.
Our prior approval opinions after review are:
1. The specific plan after the adjustment of this transaction is that the company will purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. after it is changed into a limited liability company, 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd. and 96.67% equity of Sichuan Expressway LvHua Environmental Protection Development Co., Ltd. (hereinafter referred to as “subject assets”) by issuing shares and paying cash, At the same time, non-public offering of shares to specific objects to raise matching funds. We believe that the scheme of this transaction complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative documents. The scheme adjustment does not constitute a major adjustment, and the scheme is reasonable and feasible.
2. The transaction price of the underlying assets of this transaction is based on the evaluation results issued by the asset evaluation institution in accordance with the provisions of the securities law of the people’s Republic of China and filed and confirmed by the competent State-owned Assets Supervision and administration institution, which shall be determined by the parties to the transaction through negotiation. The pricing principles and methods of related party transactions are appropriate, the transaction is fair and reasonable, and the necessary internal decision-making procedures of related party transactions will be performed. There is no behavior damaging the interests of the company and its shareholders, especially the public shareholders.
3. The report on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions (Draft) and its abstract prepared by the company for this transaction are true, accurate and complete. The report (Draft) and its abstract have disclosed in detail the legal procedures to be performed in this transaction and fully disclosed the relevant risks of this transaction, Effectively protect the interests of the company and investors.
4. The company intends to sign the supplementary agreement related to the issuance of shares and the payment of cash for the purchase of assets with effective conditions with the counterparty for this transaction The performance commitment and compensation agreement meet the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, other relevant laws, regulations, normative documents and regulatory rules, and are basically feasible and operable, There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
5. The company analyzed the impact of this transaction on diluted immediate return and formulated the filling measures to be taken. Relevant entities have made commitments to ensure the company’s effective implementation of the measures to fill the immediate return. We believe that these analyses, measures and commitments are committed to protecting the interests of small and medium-sized investors and are in line with the several opinions on further promoting the healthy development of the capital market (GF [2014] No. 17) issued by the State Council 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 (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement (2015) No. 31) of the China Securities Regulatory Commission. 6. This transaction is conducive to improving the company’s asset quality, improving the company’s financial situation, enhancing sustainable profitability, avoiding horizontal competition, standardizing related party transactions and maintaining the company’s independence, which is conducive to the long-term development of the company and in line with the interests of all shareholders of the company.
In conclusion, this transaction complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other laws, regulations and normative documents, as well as the Sichuan Road & Bridge Co.Ltd(600039) articles of Association. It is in line with the interests of the company and does not damage the interests of the company and its shareholders. We agree with the above related party transaction proposals and agree to submit these proposals to the 52nd meeting of the seventh board of directors of the company for deliberation, and the related directors shall withdraw from voting as required.
2、 Pre approval opinions on the proposal on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) in advance
The company’s transfer of 5% equity of Sichuan Communications Construction Group Co., Ltd. held by Sichuan Expressway Company Limited(601107) is consistent with the purpose of this transaction, which is conducive to the long-term development of the company and in line with the interests of all shareholders of the company. We agree with the related party transaction proposal and agree to submit the proposal to the 52nd meeting of the 7th board of directors of the company for deliberation, and the related directors shall withdraw from voting as required. – -———————————————— (no text below) ——————-
