Citic Securities Company Limited(600030) about Sichuan Road & Bridge Co.Ltd(600039)
Purchase and sale of assets within 12 months before the transaction
Verification opinion of independent financial advisor
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “listed company”, “company” or ” Sichuan Road & Bridge Co.Ltd(600039) “) intends to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”) and 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd. by issuing shares and paying cash Sichuan Expressway Greening and Environmental Protection Development Co., Ltd. (hereinafter referred to as “Gaolu greening”) has 96.67% equity. Meanwhile, the company plans to raise supporting funds from the related party Shudao Capital Holding Group Co., Ltd. controlled by the controlling shareholder and the strategic investor Sichuan Energy Investment Group Co., Ltd. Byd Company Limited(002594) non-public offering of shares (hereinafter referred to as “this transaction”).
According to the provisions of the measures for the administration of major asset restructuring of listed companies: “If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. The underlying assets of the transaction can be recognized as the same or related assets if they are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC.”
Citic Securities Company Limited(600030) (hereinafter referred to as “independent financial advisor”) as the independent financial advisor of Sichuan Road & Bridge Co.Ltd(600039) this restructuring, checked the purchase and sale of assets within 12 months before Sichuan Road & Bridge Co.Ltd(600039) this transaction. The details are as follows:
1. After the deliberation and approval of the 29th meeting of the seventh board of directors and the fourth extraordinary general meeting of shareholders in 2021, the company and its wholly-owned subsidiary Sichuan highway and Bridge Construction Group Co., Ltd. acquired 51% equity of Sichuan Railway Construction Co., Ltd. (hereinafter referred to as “Sichuan railway construction company”) controlled by the original controlling shareholder Sichuan Railway Industry Investment Group Co., Ltd 51% equity of Sichuan Hangyan Construction Engineering Co., Ltd. (hereinafter referred to as “Hangyan company”) and 51% equity of Sichuan Zhenjing Construction Engineering Co., Ltd. (hereinafter referred to as “Zhenjing company”). 2. After deliberation and approval at the 52nd meeting of the 7th board of directors, the company plans to acquire 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company.
2、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the above transaction and the assets to be purchased by the company in this transaction belong to the same or related assets, and the asset transaction shall be included in the scope of cumulative calculation when calculating that this transaction constitutes a major asset reorganization. In addition to the above circumstances, the company did not purchase or sell the same or related assets as the reorganization within 12 months before the transaction.
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