Citic Securities Company Limited(600030)
About Sichuan Road & Bridge Co.Ltd(600039)
This transaction does not constitute the verification opinion of the independent financial advisor for restructuring and listing
Upon deliberation and approval of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company” and “listed company”) at the 41st meeting of the seventh board of directors on October 20, 2021 and the 52nd meeting of the seventh board of directors on March 3, 2022, the company plans to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. by issuing shares and paying cash Sichuan Gaolu Construction Engineering Co., Ltd. has 100% equity and Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. has 96.67% equity. At the same time, the company plans to invest in Shudao Capital Holding Group Co., Ltd., a related party controlled by the controlling shareholder Shudao Investment Group Co., Ltd. (hereinafter referred to as “Shudao group”) and the strategic investor Sichuan Energy Investment Group Co., Ltd Byd Company Limited(002594) non public offering of shares to raise matching funds (hereinafter referred to as “this transaction”).
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “independent financial consultant”) as the independent financial consultant of the listed company for this transaction, according to the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), on whether this transaction constitutes the reorganization and listing specified in Article 13 of the measures for the administration of restructuring, Check and make the following comments:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates: “if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of these measures: (I) The total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial accounting report in the previous fiscal year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. “
2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
After verification, the independent financial consultant Citic Securities Company Limited(600030) believes that the controlling shareholder of the listed company is Shudao group and the actual controller of the listed company is Sichuan SASAC. After the completion of this transaction, Shudao group is still the controlling shareholder of the listed company, and Sichuan SASAC is still the actual controller of the listed company. Therefore, before and after this transaction, neither the controlling shareholder nor the actual controller of the company has changed. This transaction will not lead to the change of the control right of the listed company and does not constitute the reorganization and listing situation stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies. (no text below)
