Citic Securities Company Limited(600030)
About Sichuan Road & Bridge Co.Ltd(600039)
The verification opinion of the independent financial adviser Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”) that the adjustment of the transaction scheme does not constitute a major adjustment of the scheme held the 41st meeting of the seventh board of directors on October 20, 2021, The company’s plan to purchase Sichuan Expressway Construction and Development Group Co., Ltd. (hereinafter referred to as “chuangao company”), Sichuan Tibetan Expressway Co., Ltd. (hereinafter referred to as “zangao company”) and Sichuan port and Shipping Development Co., Ltd. (hereinafter referred to as “port and shipping development”) by issuing shares and paying cash was reviewed and approved Sichuan Expressway Company Limited(601107) (hereinafter referred to as ” Sichuan Expressway Company Limited(601107) “) holds 100% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”); Issue shares to 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”) to purchase 100% equity of Gaolu construction of Sichuan Gaolu Construction Engineering Co., Ltd. (hereinafter referred to as “Gaolu construction”); Issue shares to chuangao company to purchase 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. (hereinafter referred to as “expressway greening”). At the same time, The company plans to raise matching funds from the related party Shudao Capital Holding Group Co., Ltd. (hereinafter referred to as “Shudao capital”) controlled by the controlling shareholder and the strategic investor Sichuan Energy Investment Group Co., Ltd. (hereinafter referred to as “energy investment group”), Byd Company Limited(002594) (hereinafter referred to as ” Byd Company Limited(002594) “) through non-public offering of shares.
The company held the 52nd meeting of the 7th board of directors on March 3, 2022, deliberated and approved the proposal on the issue of shares and payment of cash to purchase assets and raising supporting funds and the adjustment of related party transaction scheme does not constitute a major adjustment, and made adjustments to the transaction scheme.
Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial advisor”) as the independent financial advisor of this transaction, checked the adjustment of this transaction scheme and issued this verification opinion.
Unless otherwise specified, the definitions of abbreviations or terms involved in this verification opinion are the same as those disclosed in the report on Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Draft).
1、 Details of this transaction plan adjustment
Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company, canggao company, Sichuan Expressway Company Limited(601107) , Ganghang Development Co., Ltd. and paid cash to purchase 100% equity of Jiaojian group after it was changed into a limited liability company. Among them, 51% equity, 39% equity and 5% equity of Jiaojian group held by chuangao company, canggao company and Sichuan Expressway Company Limited(601107) were paid by share consideration, The 5% equity of CCCC group held by port and waterway development is paid in cash consideration; Issue shares to Shudao group, chuangao company and Gaolu cultural tourism to purchase 100% equity of Gaolu construction; Issue shares to chuangao company to purchase 96.67% equity of Gaolu greening.
Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) raised matching funds from Shudao capital, a related party controlled by the controlling shareholder, and the strategic investor energy investment group, Byd Company Limited(002594) non-public offering of shares. The total amount of matching funds raised was 2499998679 yuan, which did 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 listed company before this transaction.
2. After adjustment
Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company, canggao company and Ganghang development and paid cash to purchase 95% equity of Jiaojian group, including 51% equity of Jiaojian group held by chuangao company, 39% equity held by canggao company and 5% equity of Jiaojian group held by Ganghang development Sichuan Road & Bridge Co.Ltd(600039) issue shares to Shudao group, chuangao company and Gaolu cultural tourism to purchase 100% equity of Gaolu construction Sichuan Road & Bridge Co.Ltd(600039) issued shares to chuangao company to purchase 96.67% equity of Gaolu greening.
Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) raised matching funds from Shudao capital, a related party controlled by the controlling shareholder, and the strategic investor energy investment group, Byd Company Limited(002594) non-public offering of shares. The total amount of matching funds raised was 2499998679 yuan, which did 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 listed company before this transaction.
In the adjustment of the transaction plan, the 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) is excluded from the scope of the underlying assets of the transaction. At the same time, the company plans to negotiate with Sichuan Expressway Company Limited(601107) separately, and the company will transfer the 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) and this transaction is independent of each other. Whether one of the matters is implemented or not will not affect the implementation of the other.
2、 Criteria for major adjustment of restructuring plan
The opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies – opinions on the application of securities and futures laws No. 15 (CSRC announcement [2020] No. 53) issued by the CSRC on July 31, 2020 clarify whether it constitutes a major adjustment to the restructuring plan:
“(Ⅰ) In principle, the proposed change to the trading partner shall be deemed to constitute a major adjustment to the restructuring plan, but it can be deemed not to constitute a major adjustment to the restructuring plan under the following two circumstances: 1. If the trading partner is to be reduced, if the trading parties agree to exclude the trading partner and its share of the underlying assets from the restructuring plan, And excluding the relevant underlying assets does not constitute a major adjustment to the restructuring plan in accordance with the following provisions on the change of transaction targets; 2. If the share of the underlying assets held by the trading partner is to be adjusted, if the trading parties agree to transfer the share of the underlying assets between the trading partners, and the transfer share does not exceed 20% of the transaction price.
(II) in principle, the proposed change of the underlying assets shall be deemed to constitute a major adjustment to the reorganization plan, but if the following conditions are met at the same time, it may be deemed not to constitute a major adjustment to the reorganization plan.
1. The proportion of the transaction pricing, total assets, net assets and operating income of the transaction object to be increased or reduced in the total corresponding indicators of the original object assets shall not exceed 20%; 2. The change of the underlying assets does not have a material impact on the production and operation of the transaction, including the underlying assets and business integrity.
(III) the addition or adjustment of supporting raised funds shall be deemed to constitute a major adjustment to the restructuring plan. The reduction or cancellation of supporting raised funds does not constitute a major adjustment to the restructuring plan. The reorganization committee meeting may consider and approve the reorganization plan of the applicant, but require the applicant to reduce or cancel the supporting raised funds.
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3、 This transaction scheme adjustment does not constitute a major scheme adjustment
According to the adjusted plan deliberated and adopted at the 52nd meeting of the seventh board of directors of Sichuan Road & Bridge Co.Ltd(600039) held on March 3, 2022, the trading partner Sichuan Expressway Company Limited(601107) is reduced in this transaction, and all parties to the transaction agree to remove Sichuan Expressway Company Limited(601107) and its share of underlying assets from the reorganization plan. The proportion of the transaction pricing, total assets, net assets and operating income of the reduced transaction subject to the total corresponding indicators of the original subject assets shall not exceed 20%, and it will not have a material impact on the production and operation of the transaction subject communication construction group, including the integrity of the assets and business of the communication construction group. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the opinions on the application of Articles 28 and 45 of the measures for the administration of major asset restructuring of listed companies – opinions on the application of securities and futures laws No. 15, the adjustment of this trading scheme does not constitute a major adjustment of the reorganization scheme.
4、 Relevant procedures for the adjustment and performance of this transaction scheme
The company has held the 52nd meeting of the 7th board of directors on March 3, 2022, which deliberated and approved the proposal that the issuance of shares and the payment of cash to purchase assets and the raising of supporting funds and the adjustment of related party transactions do not constitute a major adjustment. When the board of directors considered the proposal, the related directors avoided voting, and the independent directors expressed their prior approval opinions and independent opinions on the relevant proposal. The company has re performed the necessary approval procedures for this scheme adjustment.
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that according to the applicable opinions of Articles 28 and 45 of the administrative measures for major asset restructuring of listed companies – opinions on the application of securities and futures laws No. 15, the adjustment of this trading scheme does not constitute a major adjustment of this restructuring scheme, The listed company has performed the necessary internal decision-making procedures for this scheme adjustment.
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