Sichuan Road & Bridge Co.Ltd(600039) board of directors
On the completeness, compliance and of the legal procedures for the performance of this transaction
Description of the validity of legal documents submitted
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”) plans to issue shares and pay cash to purchase 95.00% equity of Sichuan Communications Construction Group Co., Ltd., 100.00% equity of Sichuan Gaolu Construction Engineering Co., Ltd. and 96.67% equity of Sichuan Expressway Green Environmental Protection Development Co., Ltd. controlled by Shudao Investment Group Co., Ltd; At the same time, Sichuan Road & Bridge Co.Ltd(600039) plans to raise matching funds by non-public offering of shares to specific objects (hereinafter referred to as “this reorganization”).
The completeness and compliance of the legal procedures performed by the board of directors and the effectiveness of the legal documents submitted are described as follows:
1、 Notes on the completeness and compliance of legal procedures for the performance of this reorganization
(I) procedures performed in this transaction
1. On September 30, 2021, the company issued the suspension announcement on matters related to planning to issue shares to purchase assets (Announcement No.: 2021101). Upon application to Shanghai Stock Exchange, the trading of the company’s shares (Securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) , securities code: Sichuan Road & Bridge Co.Ltd(600039) ) will be suspended from September 30, 2021.
2. The cumulative rise and fall of the company’s stock price in the 20 trading days before the announcement of the suspension of trading matters was 23.03%. Excluding the influence of market factors (Shanghai Composite Index), the cumulative rise and fall of the company’s stock price in this range is 22.80%; Excluding the influence of industry sector factors (civil engineering construction index of CSRC), the cumulative rise and fall of the company’s stock price in this range is 16.64%. Therefore, the cumulative fluctuation of the company’s stock price before this transaction, excluding the influence of market factors and industry sector factors, did not exceed 20%, and the stock price fluctuation did not meet the relevant standards specified in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties. 3. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the company hired independent financial consultants, law firms and other intermediaries, signed a confidentiality agreement with the above intermediaries, fully demonstrated the restructuring plan, communicated with the counterparties of the restructuring, and formed a preliminary plan.
4. During the period of suspension, the company issued the announcement on the progress of suspension of Sichuan Road & Bridge Co.Ltd(600039) on matters related to planning to issue shares to purchase assets (Announcement No.: 2021105) on October 13, 2021.
5. The company has registered the insiders involved in this restructuring and plans to report the list of insiders to Shanghai Stock Exchange.
6. On October 20, 2021, the 41st meeting of the board of directors of the company considered and passed the related matters related to the reorganization of the company. The independent directors of the company carefully reviewed the relevant documents before the board of directors, recognized the reorganization in advance and expressed independent opinions.
7. In accordance with the requirements of relevant laws, regulations and other normative documents, the company has prepared the plan for Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and its abstract.
8. On November 2, 2021, the company issued the announcement on receiving the inquiry letter from Shanghai Stock Exchange on the information disclosure of the company’s reorganization plan.
9. In view of the relevant contents involved in the inquiry letter still need to be further improved, in order to ensure the accuracy and completeness of the reply, the company applied to Shanghai Stock Exchange on November 9, 2021 On November 16, 2021, the announcement on delaying the reply to the inquiry letter of Shanghai Stock Exchange on the information disclosure of the company’s reorganization plan and the announcement on delaying the reply to the inquiry letter of Shanghai Stock Exchange on the information disclosure of the company’s reorganization plan were issued respectively.
10. According to the requirements of the inquiry letter, the company and relevant parties have implemented and replied to the questions listed in the inquiry letter one by one, and revised, supplemented and improved the relevant documents of this transaction, On November 23, 2021, it issued the reply announcement of Shanghai Stock Exchange on the inquiry letter on the information disclosure of Sichuan Road & Bridge Co.Ltd(600039) reorganization plan, the special audit opinions on the relevant issues of Citic Securities Company Limited(600030) inquiry letter on the information disclosure of Sichuan Road & Bridge Co.Ltd(600039) reorganization plan, etc.
11. The company issued the announcement of the restructuring progress on December 21, 2021, January 21, 2022 and February 22, 2022 respectively.
12. On March 3, 2022, the company held the 52nd meeting of the 7th board of directors, deliberated and approved the proposal on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising supporting funds and related party transaction report (Draft) and its summary, and the related directors avoided voting on the relevant proposal, The independent directors approved the relevant proposals in advance and expressed their independent opinions.
13. The company has prepared the report of this transaction in accordance with the requirements of laws, regulations and normative documents related to the major asset reorganization of listed companies, and the independent financial consultant, legal consultant, audit institution and evaluation institution hired by the company have issued relevant documents on this transaction respectively.
14. On March 2, 2022, the asset appraisal report involved in this transaction was filed by Shudao group. 15. On March 3, 2022, the company and the counterparty signed the supplementary agreement to the agreement on issuing shares to purchase assets and the supplementary agreement to the performance commitment and compensation agreement with effective conditions respectively.
(II) procedures to be performed in this transaction
1. The listing transaction plan of the company has been formally reviewed and approved by the shareholders’ meeting;
2. This transaction was approved by Shudao group;
3. This transaction has been approved by the CSRC;
4. Other required by relevant laws and regulations may involve necessary approval, approval, filing or permission (if necessary).
To sum up, The company has complied 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 major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and the measures for the administration of securities issuance of listed companies In accordance with the provisions of laws, regulations, other normative documents and the articles of association, such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, the necessary legal procedures at this stage have been performed for matters related to this reorganization, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
The legal documents submitted by the company are legal and valid in accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies, and the stock listing rules of Shanghai Stock Exchange. The board of directors and all directors of the company guarantee that the legal documents submitted by the company for this reorganization do not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and integrity of the legal documents submitted.
In conclusion, the legal procedures performed by the company at this stage of the reorganization are complete and compliant, in line with the provisions of current laws, administrative regulations, other normative documents and the articles of association, and the legal documents submitted this time are legal and valid. It is hereby explained.
(no text below)
