Sichuan Road & Bridge Co.Ltd(600039)
Announcement of the resolution of the 52nd meeting of the seventh board of directors
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.
1、 Meetings of the board of directors
(I) the convening of this board meeting complies with the provisions of the company law and the articles of association.
(II) the board of directors will be held on site on March 3, 2022, and the meeting notice will be sent by telephone and e-mail on March 1, 2022.
(III) the number of people who should attend the board meeting is 11, and the actual number of people who attend the meeting is 11, of which 4 are entrusted to attend. The directors Yang rugang, Yan Zhiming and Li Lin are unable to attend in person due to other official duties, and entrust the directors Hu Yuanhua, Guo Xianghui and Zhao Zhipeng to exercise the voting rights on their behalf; Cao Qilin, an independent director, was unable to attend the meeting in person due to other official duties and entrusted Li Guangjin, an independent director, to exercise the voting rights on his behalf.
(IV) Xiong Guobin, chairman of the board of directors, presided over the meeting, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board of directors
(I) the proposal on the company meeting the conditions for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted
The company plans to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. held by Sichuan Expressway Construction and Development Group Co., Ltd., Sichuan Tibetan Expressway Co., Ltd. and Sichuan port and Shipping Development Co., Ltd. after being changed into a limited liability company, Shudao Investment Group Co., Ltd Sichuan Expressway Construction and Development Group Co., Ltd. and Sichuan Gaolu Cultural Tourism Development Co., Ltd. jointly hold 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd., and Sichuan Expressway Construction and Development Group Co., Ltd. holds 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd, At the same time, it is proposed to raise supporting funds by non-public offering of A-Shares to three specific objects (hereinafter referred to as “this transaction”).
In accordance with 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 securities issuance of listed companies, 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, and the detailed rules for the implementation of non-public offering of shares by listed companies According to the relevant provisions of laws, regulations, normative documents and Sichuan Road & Bridge Co.Ltd(600039) articles of association, after careful self-examination, analysis and demonstration, the board of directors of the company believes that the issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions of the company meet the substantive conditions specified in relevant laws, regulations and normative documents.
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin avoided voting on the proposal. Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their approval and independent opinions in advance.
Voting results: eight votes in favor, none against and no abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the company’s plan of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted item by item
1. Overall plan of this transaction
This transaction consists of issuing shares, paying cash to purchase assets and raising supporting funds, as follows:
(1) The contents of issuing shares and paying cash to purchase assets include:
① The company plans to purchase 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”) by issuing shares and paying cash The 95% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”) jointly held by Sichuan port and Waterway Development Co., Ltd. (hereinafter referred to as “port and waterway development”) after being changed into a limited liability company, of which the 51% equity of Communications Construction group held by chuangao company after being changed into a limited liability company The 39% equity held by canggao after the change of Jiaojian group into a limited liability company shall be purchased by the company through issuing shares, and the 5% equity held by Ganghang development after the change of Jiaojian group into a limited liability company shall be purchased by the company in cash.
② The company intends to purchase 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd. (hereinafter referred to as “Gaolu construction”) jointly held by 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”) by issuing shares. The shareholding structure of Gaolu construction is: Shudao group holds 0.72%, chuangao company holds 96% and Gaolu cultural tourism holds 3.28%.
③ The company plans to purchase 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. (hereinafter referred to as “expressway greening”) held by chuangao company by issuing shares.
(2) Main contents of the scheme for raising supporting funds
While issuing shares and paying cash to purchase assets, the company plans to raise matching funds of 24999999867900 yuan by non-public issuance of A-shares to three specific objects, which shall 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 company before this transaction. The final issuance quantity and price shall be determined in accordance with the relevant provisions of the CSRC. If the latest regulatory opinions of the securities regulatory authority are adjusted, the company may adjust the matters related to the raised matching funds accordingly according to the latest regulatory opinions of the relevant securities regulatory authority.
In this transaction, the issuance of shares and the payment of cash for the purchase of assets are not based on the implementation of raising supporting funds, but the implementation of issuing shares and paying cash for the purchase of assets. The success of raising supporting funds does not affect the implementation of issuing shares and paying cash to purchase assets. If issuing shares and paying cash to purchase assets cannot be implemented, the raising of supporting funds will be terminated immediately.
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin avoided voting on the proposal. Voting results: eight votes in favor, none against and no abstention.
2. Scheme for issuing shares and paying cash to purchase assets and related party transactions
(1) Transaction consideration and payment method
The company pays the transaction consideration of the underlying assets to the counterparty by issuing shares and paying cash. Among them, the company purchased 51% of the equity of CCCC group held by chuangao company after it was changed into a limited liability company by issuing shares, 39% of the equity of CCCC group held by canggao company after it was changed into a limited liability company, and 5% of the equity of CCCC group held by port and waterway development after it was changed into a limited liability company by paying cash; The company purchased 100% of the equity of Gaolu construction jointly held by Shudao group, chuangao company and Gaolu cultural tourism by issuing shares, and 96.67% of the equity of Gaolu greening held by chuangao company by issuing shares.
The benchmark date for the appraisal of the underlying assets is September 30, 2021. The trading price of the underlying assets is based on the appraisal results issued by an appraisal institution qualified for securities and futures related business and filed according to law, which shall be determined by all parties through negotiation.
According to the assets appraisal report on the project of Sichuan Road & Bridge Co.Ltd(600039) ( Sichuan Road & Bridge Co.Ltd(600039) . SH) to purchase 100% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Tianjian Huaheng”) issued by Sichuan Tianjian Huaheng Assets Appraisal Co., Ltd. (hereinafter referred to as “Tianjian Huaheng”) and filed according to law Chuan Hua Heng Ping Bao [2022] No. 10 assets appraisal report on the project of Sichuan Road & Bridge Co.Ltd(600039) ( Sichuan Road & Bridge Co.Ltd(600039) . SH) to issue shares to purchase 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd., and Chuan Hua Heng Ping Bao [2022] No. 11 assets appraisal report on the project of Sichuan Road & Bridge Co.Ltd(600039) ( Sichuan Road & Bridge Co.Ltd(600039) . SH) to issue shares to purchase 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd, The total equity value of the shareholders of Jiaojian group is 7383.9 million yuan, the total equity value of the shareholders of Gaolu construction is 189.4 million yuan, and the total equity value of the shareholders of Gaolu greening is 221.1 million yuan.
Taking the appraisal value of the underlying assets involved in the transaction as a reference, the total transaction price agreed by all parties is 7417835000 yuan, of which the transaction price of 95% equity of Jiaojian group is 7014705000 yuan, the transaction price of 100% equity of Gaolu construction is 189400000 yuan, and the transaction price of 96.67% equity of Gaolu greening is 213730000 yuan.
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin avoided voting on the proposal. Voting results: eight votes in favor, none against and no abstention.
(2) Type and par value of issued shares
In this transaction, the company purchased assets by issuing shares and paying cash. The type of issued shares involved is RMB ordinary shares (A shares), with a par value of 1.00 yuan per share.
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin avoided voting on the proposal. Voting results: eight votes in favor, none against and no abstention.
(3) Issuing object and method
The company issued shares and paid cash to purchase assets in this transaction by means of non-public issuance of shares. The issuing objects are Shudao group, chuangao company, canggao company and Gaolu cultural tourism.
In this transaction, the underlying assets held by Hong Kong shipping development are purchased by the company by paying cash, so Hong Kong shipping development is not the issuing object of this transaction.
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin avoided voting on the proposal. Voting results: eight votes in favor, none against and no abstention.
(4) Pricing base date, pricing basis and issue price
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the board of directors of the company to consider the transaction for the first time, that is, the announcement date of the resolution of the 41st meeting of the seventh board of directors (October 21, 2021). According to the measures for the administration of major asset restructuring of listed companies and other relevant provisions, the issue price of listed companies issuing shares to purchase assets shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date.
The average trading price of the company’s shares on several trading days before the pricing benchmark date = the total trading volume of the company’s shares on several trading days before the resolution announcement date ÷ the total trading volume of the company’s shares on several trading days before the resolution announcement date.
The average trading price of shares 20 trading days, 60 trading days and 120 trading days before the company’s pricing benchmark date is shown in the table below:
The average stock trading price is calculated as 90% (yuan / share) of the average interval trading price (yuan / share)
8.59 7.73 in the first 20 trading days
7.73 6.96 in the first 60 trading days
7.44 6.70 in the first 120 trading days
This transaction is conducive to enhancing the company’s sustainable development ability and comprehensive competitiveness. Based on the long-term development interests of the company and the interests of minority shareholders, the issuance price of the issued shares to purchase assets is 90% of the average trading price of the company’s shares 120 trading days before the pricing benchmark date, i.e. 6.70 yuan / share.
From the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of share capital or allotment, the issuance price of shares issued and cash paid for assets will be adjusted accordingly in accordance with relevant rules.
The specific adjustment method of the issue price is as follows: assuming that the issue price before the adjustment is P0, the number of shares given or converted into share capital per share is n, the number of shares allotted per share is k, the allotment price is a, the dividend per share is D, and the adjusted issue price is P1 (the adjusted value retains two decimal places and rounded up), then:
Dividend: P1 ＝ P0 － D
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Allotment: P1 = (P0 + AK) / (1 + k)
Three items are carried out simultaneously: P1 = (p0-d + AK) / (1 + K + n)
The proposal involves related party transactions, and related directors Yang rugang, Yan Zhiming and Li Lin avoided voting on the proposal. Voting results: eight votes in favor, none against and no abstention.
(5) Issue price adjustment mechanism
In order to better cope with the fluctuation of the company’s share price caused by market factors and industry factors such as changes in the performance of the capital market, the issue price adjustment mechanism is introduced into this trading scheme. The specific contents are as follows:
① Price adjustment scheme object
The adjustment object of the price adjustment scheme is the issue price of the shares issued in the purchase assets of the shares issued this time.
② Effective conditions of price adjustment scheme
The company’s general meeting of shareholders deliberated and approved the price adjustment plan.
③ Price adjustment period
The price adjustment period of this transaction is from the announcement date of the resolution of the general meeting of shareholders of the company to the approval of the CSRC.
④ Trigger conditions for price adjustment
During the price adjustment period, in case of the following circumstances, the board of directors of the company has the right to convene a meeting after the transaction is deliberated and approved by its general meeting of shareholders to consider whether to adjust the issue price of shares in the transaction:
1) Downward adjustment
Shanghai Stock Index ( Ping An Bank Co.Ltd(000001) ) or civil engineering construction index (Code: 883153. WI) has at least 20 trading days in a row before any trading day, which is more than 20% lower than the closing index of the trading day before the first board of directors of the trading company, And the company’s share price has at least 20 trading days in the 30 consecutive trading days before any trading day, which is more than 20% lower than the closing price of the trading day before the first board of directors of the company.
2) Upward adjustment
The Shanghai Stock Index ( Ping An Bank Co.Ltd(000001) ) or the civil engineering construction index of the CSRC (Code: 883153. WI) has increased by more than 20% in at least 20 of the 30 consecutive trading days before any trading day compared with the closing index of the trading day before the first board of directors of the trading company, and the continuous increase of the company’s share price before any trading day
