Securities code: Sichuan Road & Bridge Co.Ltd(600039) securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2022036
Sichuan Road & Bridge Co.Ltd(600039)
Notice on convening the fourth extraordinary general meeting of shareholders in 2022
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.
Important content tips:
Date of shareholders’ meeting: March 21, 2022
The online voting system adopted for the general meeting of shareholders: the online voting system of the general meeting of shareholders of Shanghai Stock Exchange
1、 Basic information of the meeting (I) type of the general meeting of shareholders and the fourth extraordinary general meeting in 2022 (II) convener of the general meeting of shareholders: Board of directors (III) voting method: the voting method adopted by the general meeting of shareholders is a combination of on-site voting and online voting (IV) date, time and place of the on-site meeting
Date and time: 14:00 on March 21, 2022
Venue: the system, starting and ending date and voting time of online voting in the conference hall (V) on the fourth floor attached to the company, No. 12, Jiuxing Avenue, high tech Zone, Chengdu.
Online voting system: online voting system for shareholders’ meeting of Shanghai Stock Exchange
Starting and ending time of online voting: from March 21, 2022
To March 21, 2022
The online voting system of Shanghai Stock Exchange is adopted. The voting time through the trading system voting platform is the trading time period on the day of the general meeting of shareholders, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders. （6） Margin trading, refinancing, agreed repurchase business accounts and voting procedures for investors of Shanghai Stock connect
The voting of investors involved in margin trading, refinancing business, agreed repurchase business and Shanghai Stock connect shall be implemented in accordance with the online voting of the general meeting of shareholders of listed companies on Shanghai Stock Exchange
And other relevant provisions. （7） Involving the public solicitation of shareholders’ voting rights, not involving II. Matters to be considered at the meeting
The types of proposals and voting shareholders deliberated at the general meeting of shareholders
Type of voting shareholder
Serial number proposal name A-share shareholder
Non cumulative voting motion
1 √ about the company’s compliance with issuing shares and paying cash for purchase
Discussion on the conditions of assets and raising supporting funds and related party transactions
Case
2.00 “about the company issuing shares and paying cash to purchase assets √”
Proposal on raising supporting funds and related party transactions
2.01 overall plan of this transaction √
2.02 issuing shares and paying cash to purchase assets and related party transactions √
programme
2.03 transaction consideration and payment method √
2.04 type and par value of issued shares √
2.05 issuing object and method √
2.06 pricing base date, pricing basis and issue price √
2.07 issue price adjustment mechanism √
2.08 issue quantity and cash consideration √
2.09 lock up period arrangement √
2.10 profit and loss arrangement in transition period √
2.11 performance commitment and compensation arrangement √
2.12 place of listing √
2.13 arrangement of accumulated undistributed profits √
2.14 validity period of resolution √
2.15 scheme for raising supporting funds √
2.16 type and par value of issued shares √
2.17 issuance method and object √
2.18 pricing base date, pricing basis and issue price √
Issued quantity 19.2 √
2.20 place of listing √
2.21 arrangement of restricted sales period √
2.22 purpose of raised matching funds √
2.23 arrangement of accumulated undistributed profits √
2.24 validity of resolution √
3 Sichuan Road & Bridge Co.Ltd(600039) issue √
Bank shares and cash payment to purchase assets and raise supporting funds
Discussion on the report of gold and related party transactions (Draft) and its summary
Case
4 about the company issuing shares and paying cash to purchase assets √
And raise supporting funds to form related party transactions
5 about the company issuing shares and paying cash to purchase assets √
And raising matching funds is not expected to constitute a major asset restructuring
Proposal for
6. On signing the issuance and payment of shares with effective conditions √
Proposal on agreements related to cash purchase of assets
7. On signing the issuance and payment of shares with effective conditions √
Proposal on supplementary agreement related to cash purchase of assets
8. On signing the issuance and payment of shares with effective conditions √
Performance commitments and compensation agreements related to cash purchase of assets
Proposal
9 “about the company issuing shares and paying cash to purchase assets” √
Comply with the provisions of the measures for the administration of major asset restructuring of listed companies
Proposals stipulated in Articles 11 and 43
10 “about the company issuing shares and paying cash to purchase assets” √
Does not constitute measures for the administration of major asset restructuring of listed companies
Proposal on relevant situations stipulated in Article 13
11 about the company issuing shares and paying cash to purchase assets √
Comply with several provisions on regulating major asset restructuring of listed companies
Provisions on issues proposal under Article 4
12 “about the company issuing shares and paying cash to purchase assets √”
Relevant entities do not exist on strengthening significant cooperation with listed companies
Interim Regulations on the supervision of abnormal stock transactions related to asset restructuring
Article 13 of the regulations shall not participate in any listed company
Proposal on major asset restructuring
13. The company’s share price fluctuation before this transaction did not reach off √
To regulate the information disclosure of listed companies and the behavior of relevant parties
Article 5 proposal on relevant standards
14 “about issuing shares and paying cash to purchase assets and raising √”
The adjustment of the scheme of collecting supporting funds and related party transactions does not constitute a heavy burden
Proposal on major adjustment
15 “on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) company √”
Proposal for
16. About the introduction of energy investment group as strategic investor and √
Proposal on signing strategic cooperation agreement
17. About the company introducing Byd Company Limited(002594) as strategic investor and signing √
Proposal on the strategic cooperation agreement of UNDP
18. Signing of the agreement between the company and strategic investors with effective conditions √
Proposal on subscription agreement of supporting raised funds
19 √ on the signing of effective conditions between the company and the company
Proposal on subscription agreement of supporting raised funds
20 √ on the special report on the use of the previously raised funds
Proposal
21 “about issuing shares and paying cash to purchase assets and raising √”
After collecting supporting funds, the company will fill in the diluted immediate return measures
Proposal
22 “on approval of issuing shares and paying cash to purchase assets” √
And raise relevant audit reports and reference review reports of supporting funds
Report and assets appraisal report
23 on the independence of the appraisal institution and reasonable assumptions √
The relevance between the evaluation method and the evaluation purpose and the evaluation
Proposal on fair price
24 “about the company issuing shares and paying cash to purchase assets” √
And raise matching funds and related party transactions to perform legal procedures
Completeness and compliance of and effectiveness of legal documents submitted
Proposal for
25 on the authorization of the board of directors by the general meeting of shareholders to fully handle the company √
Issue shares and pay cash to purchase assets and raise supporting funds
Proposal on capital and related party transactions
1. Time and media of disclosure of each proposal
The company will disclose the information of the general meeting of shareholders on the website of Shanghai Stock Exchange five days before the general meeting of shareholders.
The above proposals were deliberated and adopted at the 41st meeting of the seventh board of directors and the 52nd meeting of the seventh board of directors held on October 20, 2021 and March 3, 2022 respectively. See the relevant announcements disclosed by the company on the website of Shanghai Stock Exchange on October 21, 2021 and March 4, 2022 for details.
2. Proposals for special resolutions: 1-253. Proposals for separate counting of votes for small and medium-sized investors: 1-244. Proposals involving avoidance of voting by affiliated shareholders: 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 19, 21, 22, 23 and 24
Name of related shareholders who should avoid voting: Sichuan Railway Industry Investment Group Co., Ltd. 5. Proposal involving the voting of preferred shareholders: No. 3. Matters needing attention in the voting of the general meeting of shareholders
（1） If the shareholders of the company exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange, they can either log in to the voting platform of the trading system (through the trading terminal of the securities company designated for trading) or log in to the Internet voting platform (website: vote. Sseinfo. Com) Vote. For the first time to log in to the Internet voting platform to vote, investors need to complete shareholder identity authentication. Please refer to the instructions on the website of the Internet voting platform for specific operations.
（2） Shareholders exercise their voting rights through the online voting system of the general meeting of shareholders of Shanghai Stock Exchange. If they have multiple shareholder accounts, they can use any shareholder account holding the company’s shares to participate in online voting. After voting, it shall be deemed that all ordinary shares of the same class or preferred shares of the same variety under their shareholder accounts have voted for the same opinion respectively.
（3） If the same voting right is voted repeatedly through on-site, online voting platform of the exchange or other means, the first voting result shall prevail.
（4） Shareholders can submit all proposals only after voting. IV
