Securities code: Sichuan Expressway Company Limited(601107) securities abbreviation: Sichuan Expressway Company Limited(601107) Announcement No.: 2022006
Sichuan Expressway Company Limited(601107)
Announcement on the resolutions of the 17th meeting of the seventh board of supervisors
The board of supervisors and all members of the board of supervisors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
1、 Meetings of the board of supervisors
(I) Sichuan Expressway Company Limited(601107) (hereinafter referred to as “the company”) the 17th meeting of the seventh board of supervisors was held on March 3, 2022 in conference room 223, second floor, 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 supervisors attending the meeting shall be 6, and the actual number is 6.
(IV) the meeting was presided over by Mr. Luo Maoquan, chairman of the board of supervisors, and the Secretary of the board of directors and the chief financial officer 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.
2、 Deliberation at the meeting of the board of supervisors
The meeting examined and approved 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 reviewed and approved
On October 20, 2021, the 16th meeting of the seventh 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 and paying cash to purchase assets to all shareholders of transportation construction company, The agreement on the purchase of 35. 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 supervisors of the company have reviewed and agreed on the following matters:
1. It is agreed to submit the supplementary agreement on issuing shares and paying cash to purchase assets between Sichuan Road & Bridge Co.Ltd(600039) and all shareholders of transportation construction company at this meeting.
2. The termination of participation in the acquisition of assets by Sichuan Road & Bridge Co.Ltd(600039) issuing shares was reached in accordance with the general commercial terms and in accordance with the principles of fairness, impartiality, voluntariness and good faith. There is no situation that damages the interests of the company or shareholders, especially the interests of non affiliated shareholders and minority shareholders.
Voting results: 6 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 reviewed and approved
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 supervisors of the company have reviewed and agreed on the following matters:
1. The equity transfer agreement submitted to this meeting.
2. This connected transaction is necessary for the normal operation and development of the company. This connected transaction follows the principles of fairness, impartiality, voluntariness and good faith. The terms of the agreement are reached in accordance with the general commercial terms, and there is no situation that damages the interests of the company or shareholders, especially the interests of non connected shareholders and small and medium-sized shareholders.
This proposal still needs to be considered by the general meeting of shareholders of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
It is hereby announced.
Sichuan Expressway Company Limited(601107) board of supervisors March 3, 2002
