Securities code: Sichuan Expressway Company Limited(601107) securities abbreviation: Sichuan Expressway Company Limited(601107) Announcement No.: 2022005 Sichuan Expressway Company Limited(601107)
Announcement of resolutions of the 20th meeting of the seventh board of directors
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.
1、 Meetings of the board of directors
(I) Sichuan Expressway Company Limited(601107) (hereinafter referred to as “the company”) the 20th meeting of the seventh board of directors was held on March 3, 2022 in conference room 420, the fourth floor of the company’s residence, No. 252 Wuhouci street, Chengdu, Sichuan Province.
(II) the meeting notice and meeting materials have been sent by e-mail and personal delivery on February 9, 2022.
(III) the number of directors attending the meeting shall be 11, and the actual number is 11.
(IV) the meeting was presided over by Mr. Gan Yongyi, chairman of the board, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. (V) the convening of the meeting complies with the relevant provisions of the company law and the articles of association of the company.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
(I) the proposal on terminating the agreement on issuing shares and paying cash to purchase assets with all shareholders of Sichuan Road & Bridge Co.Ltd(600039) and communications construction company was deliberated and adopted
October 20, 2021, The 16th meeting of the 7th board of directors of the company deliberated and approved the proposal on the company’s participation in Sichuan Road & Bridge Co.Ltd(600039) issuing shares to all shareholders of transportation construction company and paying cash to purchase assets, and signed with Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) “) and other four parties Agreement between Sichuan Road & Bridge Co.Ltd(600039) and all shareholders of communications construction company to purchase assets by issuing shares and paying cash (hereinafter referred to as “original asset purchase agreement”) and entrusted management agreement (hereinafter referred to as “entrusted management agreement”). According to the Securities Listing Rules of the stock exchange of Hong Kong Limited (the “Stock Exchange Listing Rules”) and the stock listing rules of the Shanghai Stock Exchange (the “Shanghai Stock Exchange Listing Rules”), these transactions constitute related party transactions of the company and shall comply with the disclosure and approval requirements of the Stock Exchange Listing Rules and the Shanghai Stock Exchange Listing Rules. For details of the related party transaction, please refer to the announcement of Sichuan Expressway Company Limited(601107) about the company’s participation in Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase assets to all shareholders of communications construction company and related party transactions published by the company on China Securities Journal, Shanghai Securities News and the website of Shanghai Stock Exchange on October 21, 2021. The company has not yet proposed to convene the general meeting of shareholders to consider this matter. After the relevant audit and evaluation work are completed, the board of directors will convene another meeting to consider the related matters of the related party transaction, and submit all proposals for the related party transaction to the general meeting of shareholders of the company.
Now Sichuan Road & Bridge Co.Ltd(600039) in order to speed up the work of issuing shares, paying cash to purchase assets and raising supporting funds (hereinafter referred to as ” Sichuan Road & Bridge Co.Ltd(600039) restructuring matters”), Sichuan Road & Bridge Co.Ltd(600039) plans to negotiate and sign the supplementary agreement on issuing shares and paying cash to purchase assets with all shareholders of communication construction company (hereinafter referred to as “supplementary agreement”) with the company, To terminate the issuance of shares to the company to purchase assets. Meanwhile, Sichuan Road & Bridge Co.Ltd(600039) in order to complete the purchase of 100% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “communications construction company”), it is proposed to negotiate with the company and transfer the 5% equity held by the company after the transportation construction company is changed into a limited liability company by paying cash as agreed in the agreement.
From the date of signing the supplementary agreement, the company will terminate the original asset purchase agreement and Sichuan Road & Bridge Co.Ltd(600039) and the company will agree on the transfer of the shares. The termination of the original asset purchase agreement by the company will not affect Sichuan Road & Bridge Co.Ltd(600039) and 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”) Effectiveness and performance of the agreement on issuing shares and paying cash to purchase assets between Sichuan port and Shipping Development Co., Ltd. (hereinafter referred to as “port and shipping development”). At the same time, the transfer of 5% equity held by the company in the transportation construction company through the way agreed in the agreement is independent and not a prerequisite for the Sichuan Road & Bridge Co.Ltd(600039) reorganization. Whether one of the matters is implemented or not does not affect the implementation of the other. In addition, chuangao company, canggao company and Ganghang Development Co., Ltd. give up the preemptive right of 5% of the equity transferred to Sichuan Road & Bridge Co.Ltd(600039) the transportation construction company by agreement.
After careful study, the directors of the company believe that the above related party transactions are fair and reasonable, will not have an adverse impact on the production and operation of the company, and will not damage the interests of the company or other shareholders of the company. The following resolutions were adopted at the meeting:
1. Agree that the company shall terminate the original asset purchase agreement, and agree that the legal representative or its authorized representative of the company shall negotiate, formulate, sign, modify, supplement with Sichuan Road & Bridge Co.Ltd(600039) and other relevant parties on behalf of the company when it deems it appropriate or expedient in its absolute discretion and in line with the interests of the company Execute and terminate all documents related to Sichuan Road & Bridge Co.Ltd(600039) issuance of shares and acquisition of assets and do all necessary matters and actions.
2. Approve the company to sign supplementary agreements with Sichuan Road & Bridge Co.Ltd(600039) , chuangao company, canggao company and port and shipping development. 3. Authorize any director or secretary of the board of directors of the company to draft, formulate, sign and publish announcements and other relevant documents related to this matter on behalf of the company in accordance with relevant laws and regulations (including the provisions of the Listing Rules of the place where the company is listed), and comply with other applicable compliance regulations.
The independent directors of the company have approved the connected transaction in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions on the connected transaction at the meeting of the board of directors. Mr. Li Chengyong, the director, is an associated director of this matter and has avoided voting on this proposal.
Voting results: 10 in favor, 0 against and 0 abstention.
(II) the proposal on the transfer of 5% equity of Communications Construction Company by cash payment agreement was deliberated and adopted
Sichuan Road & Bridge Co.Ltd(600039) in order to complete the purchase of 100% equity of the transportation construction company, it is proposed to negotiate and sign the equity transfer agreement with the company to transfer the 5% equity held by the company after the transportation construction company is changed into a limited liability company in cash Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase 95% of the equity after the traffic construction company is changed into a limited liability company are independent of and not a prerequisite for the equity transfer matters agreed in the equity transfer agreement. Whether one matter is implemented or not does not affect the implementation of the other.
At the same time, the company waives the preemptive right for Sichuan Road & Bridge Co.Ltd(600039) plans to purchase 95% of the equity of the transportation construction company held by other shareholders of the transportation construction company after it is changed into a limited liability company, and the transfer of 5% of the equity of the transportation construction company by chuangao company, canggao company and Ganghang development on the agreement of the company.
According to the Listing Rules of the stock exchange and the Listing Rules of the Shanghai Stock Exchange, the transaction will constitute a connected transaction of the company and shall comply with the disclosure and approval requirements of the Listing Rules of the stock exchange and the Listing Rules of the Shanghai Stock Exchange. The company has signed an agreement on the date of this announcement. For details of the connected transaction, please refer to the announcement of Sichuan Expressway Company Limited(601107) on the agreement transfer of 5% equity of Communications Construction Company by cash payment and connected transaction published on the website of China Securities Journal, Shanghai Securities News and Shanghai Stock exchange on the same day.
After careful study, the directors of the company believe that this connected transaction is fair and reasonable, which is conducive to optimizing the company’s asset structure and focusing on the main business. There is no situation that damages the interests of the company and the majority of shareholders, and will not have an adverse impact on the company’s financial status and operating results. The following resolutions were adopted at the meeting:
1. Approve the company to transfer 5% of the equity of communications construction company to Sichuan Road & Bridge Co.Ltd(600039) in cash and sign the equity transfer agreement. After the completion of this equity transfer, the company no longer holds the equity of transportation construction company.
2. It is agreed that the legal representative or its authorized representative of the company shall negotiate, formulate, sign, modify, supplement and execute all documents related to this equity transfer and carry out all necessary matters and actions on behalf of the company within the scope agreed in the above agreement as it deems appropriate or expedient in its absolute discretion and in line with the interests of the company, Including but not limited to the implementation of profit and loss arrangements in the transition period.
3. Authorize the Secretary of the board of directors of the company to determine the necessary amendments to the relevant documents according to the requirements of the domestic and Hong Kong administrative authorities in the process of this equity transfer.
4. Authorize any director or secretary of the board of directors of the company to draft, formulate, sign and publish announcements and other relevant documents related to this transfer on behalf of the company in accordance with relevant laws and regulations (including the provisions of the Listing Rules of the place where the company is listed), and comply with other applicable compliance regulations. In addition, approve and / or confirm that the company selects, implements and appoints intermediaries (including but not limited to financial advisers, auditors, appraisers, lawyers and independent financial advisers) required for this transfer according to law, and authorize any director to determine the terms of employment of such intermediaries and sign, modify and / or terminate relevant employment agreements on behalf of the company.
The independent directors of the company have approved the connected transaction in advance, agreed to submit it to the board of directors for deliberation, and expressed their agreed independent opinions on the connected transaction at the meeting of the board of directors. Mr. Li Chengyong, the director, is an associated director of this matter and has avoided voting on this proposal.
This proposal still needs to be considered by the general meeting of shareholders of the company.
Voting results: 10 in favor, 0 against and 0 abstention.
(III) deliberated and adopted the proposal on preparing for the general meeting of shareholders;
The board of directors of the company agrees to hold a general meeting of shareholders to seek the approval of the shareholders of the company for the matters described in the second proposal of the meeting, and authorizes any director or secretary of the board of directors of the company to be responsible for all work in preparation for the general meeting of shareholders. The time of the general meeting of shareholders will be notified separately.
Voting results: 11 in favor, 0 against and 0 abstention.
It is hereby announced.
Sichuan Expressway Company Limited(601107) board of directors March 3, 2002
