Securities code: Sichuan Expressway Company Limited(601107) securities abbreviation: Sichuan Expressway Company Limited(601107) Announcement No.: 2022007 Sichuan Expressway Company Limited(601107)
Agreement on transfer by cash payment
5% equity of transportation construction company
Announcement and related party transactions
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.
Important content tips:
● Sichuan Expressway Company Limited(601107) (hereinafter referred to as "the company" or "the company") and the related party Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as " Sichuan Road & Bridge Co.Ltd(600039) ") signed 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 (hereinafter referred to as "supplementary agreement") to terminate Agreement between Sichuan Road & Bridge Co.Ltd(600039) and all shareholders of Communications Construction Company on issuing shares and paying cash 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"), signed the equity transfer agreement with the company and its controlling shareholder Shudao Investment Group Co., Ltd. (hereinafter referred to as "Shudao group"), It is agreed to purchase the 5% equity held by the company after the transportation construction company is changed into a limited liability company (hereinafter referred to as "subject asset" or "transaction subject") by paying cash, and the transfer price is RMB 369195 million, Shudao group promises that the net profit realized by the subject company after deducting non recurring profits and losses and agreed financial cost savings in three consecutive fiscal years after the completion of delivery will reach the agreed predicted net profit of the corresponding fiscal year, If the accumulative net profit of the subject company at the end of the current period confirmed by audit in the relevant accounting year is less than the accumulative net profit promised by Shudao group at the end of the current period, it is agreed to compensate Sichuan Road & Bridge Co.Ltd(600039) to make compensation Sichuan Road & Bridge Co.Ltd(600039) issuing shares and paying cash to purchase 95% equity after the transformation of transportation construction company into a limited liability company (hereinafter referred to as " Sichuan Road & Bridge Co.Ltd(600039) restructuring matters") and the equity transfer matters agreed in the equity transfer agreement are independent of each other and are not preconditions for each other. 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) to purchase 95% of the equity held by other shareholders of the transportation construction company after the transportation construction company is changed into a limited liability company, and the preemptive right for 5% of the equity transferred to Sichuan Road & Bridge Co.Ltd(600039) by chuangao company, canggao company and Ganghang development in the form of agreement of the company. ● within 12 months before the related party transaction, the related party transactions of purchasing or selling assets between the company and the same related party or between the company and different related parties are: transfer of 91% equity of renshoujiao investment land Co., Ltd. and corresponding shareholder loans, transfer of property assets of Chengdu Shuhong Real Estate Co., Ltd., transfer of 0.6% equity of Sichuan Jiaotou Real Estate Co., Ltd Transfer 2.6606% equity of Shudao Transportation Service Group Co., Ltd. (see the relevant announcements of the company on August 17 and December 14, 2021 for details). As of the disclosure date of the announcement, the amount involved in the matters of the company that have not been deliberated by the general meeting of shareholders has reached more than 5% of the absolute value of the latest audited net assets of the company.
● this related party transaction does not constitute a major asset reorganization, and there is no major legal obstacle to the implementation of subsequent matters of this transaction under the condition that the relevant parties fully perform their respective obligations in accordance with the relevant agreements signed and commitments made by them.
● this transaction shall be submitted to the general meeting of shareholders of the company for deliberation.
1、 Overview of related party transactions
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, And signed with Sichuan Road & Bridge Co.Ltd(600039) and other four parties the agreement on issuing shares and paying cash to purchase assets between Sichuan Road & Bridge Co.Ltd(600039) and all shareholders of the transportation construction company and the entrusted management agreement. For details, see the relevant announcement disclosed by the company on October 21, 2021.
Sichuan Road & Bridge Co.Ltd(600039) in order to accelerate the work of issuing shares, paying cash to purchase assets and raising supporting funds, a supplementary agreement was signed with the company to terminate the agreement between Sichuan Road & Bridge Co.Ltd(600039) and all shareholders of Communications Construction Company on issuing shares and paying cash to purchase assets. At the same time, Sichuan Road & Bridge Co.Ltd(600039) in order to complete the purchase of 100% equity of the transportation construction company, signed the equity transfer agreement with the company to purchase the 5% equity of the transportation construction company changed into a limited liability company held by the company in cash. According to the assets appraisal report of the project in which Sichuan Road & Bridge Co.Ltd(600039) ( Sichuan Road & Bridge Co.Ltd(600039) . SH) intends to purchase 100% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as the "assets appraisal report") issued by Sichuan Tianjian Huaheng Assets Appraisal Co., Ltd, As of September 30, 2021, the value of all shareholders' equity of transportation construction company was RMB 7383.9 million, and the appreciation rate of the assessed value compared with the book value was 143.32%. After negotiation, the transaction price of the 5% equity held by the company after the transportation construction company is changed into a limited liability company is 369195 million yuan. After the completion of this transaction, the company no longer holds the equity of transportation construction company.
Shudao group promises that the net profit realized by the subject company after deducting non recurring profits and losses and agreed financial cost savings in three consecutive fiscal years after the completion of delivery will reach the agreed predicted net profit of the corresponding fiscal year, If the accumulative net profit of the subject company at the end of the current period confirmed by audit in the relevant accounting year is less than the accumulative net profit promised by Shudao group at the end of the current period, it is agreed to compensate Sichuan Road & Bridge Co.Ltd(600039) to make compensation. The equity transfer and Sichuan Road & Bridge Co.Ltd(600039) reorganization agreed in this Agreement are independent of each other and are not preconditions. Whether one of them is implemented or not will not affect the implementation of the other. At the same time, the company waives the preemptive right for Sichuan Road & Bridge Co.Ltd(600039) to purchase 95% of the equity held by other shareholders of the transportation construction company after the transportation construction company is changed into a limited liability company.
The company and Sichuan Road & Bridge Co.Ltd(600039) are companies controlled by Shudao group. According to the stock listing rules of Shanghai Stock Exchange ("Shanghai Stock Exchange") and the stock listing rules of stock exchange of Hong Kong Limited ("Stock Exchange"), Sichuan Road & Bridge Co.Ltd(600039) is an affiliate of the company. This transaction constitutes a connected transaction, However, it does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
Within 12 months before the related party transaction, the related party transactions of the company to purchase or sell assets with the same related party or with different related parties are: transfer of 91% equity of renshoujiao investment land Co., Ltd. and corresponding shareholder loans, transfer of property assets of Chengdu Shuhong Real Estate Co., Ltd., transfer of 0.6% equity of Sichuan Jiaotou Real Estate Co., Ltd Transfer 2.6606% equity of Shudao Transportation Service Group Co., Ltd. (see the relevant announcements of the company on August 17 and December 14, 2021 for details). As of the disclosure date of the announcement, the amount involved in the matters of the company that have not been deliberated by the general meeting of shareholders has reached more than 5% of the absolute value of the latest audited net assets of the company.
The transaction has been deliberated and approved at the 20th meeting of the seventh board of directors of the company, and the independent directors have issued prior approval opinions and independent opinions. According to the Listing Rules of Shanghai Stock Exchange and the Listing Rules of stock exchange, the related party transaction still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Introduction to related parties
(I) introduction to related party relationship
The company and Sichuan Road & Bridge Co.Ltd(600039) are both companies controlled by Shudao group. According to the Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions, Sichuan Road & Bridge Co.Ltd(600039) belongs to the related legal person of the company, and this transaction belongs to related party transactions.
(II) basic information of related parties
1. Shudao Investment Group Co., Ltd
Registered address: Block H, Zhonghai International Center, No. 499, jiaozi Avenue, high tech Zone, Chengdu, Sichuan
Legal representative: Tang Yong
Registered capital: 4.8 million yuan
Date of establishment: May 26, 2021
Business scope: general items: engaging in investment activities with its own funds; Asset management services invested by self owned funds; Engineering management services; Engineering technical services (except planning management, survey, design and supervision); Municipal facilities management; Land improvement services; Planning and design management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; estate management; Big data services; Internet data services; Internet of things technology services; Software development; Information technology consulting services; Socio economic advisory services; Information consulting services (excluding licensed information consulting services); Supply chain management services; Operation of road freight transport stations; China cargo transportation agency; Park management services; Carry out the business activities (including those that need to be approved according to law, except for those that need to be approved according to law for warehousing of dangerous goods) (except for those that need to be approved according to law). Licensed project: highway management and maintenance; Construction engineering survey; Construction engineering design; Construction project supervision; Various engineering construction activities; Real estate development and operation; Inspection and testing services; Construction project quality inspection; Intelligent building construction; Building intelligent system design (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments).
The board of directors of the company has conducted necessary due diligence on the basic situation of Shudao group and its transaction performance ability. Shudao group has stable operation, good financial condition and performance ability.
The main business development of Shudao group is in good condition. The relationship between the company and Shudao group in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. meets the requirements of relevant laws and regulations.
2. Name: Sichuan Road & Bridge Co.Ltd(600039) .
Unified social credit Code: 91510 Kingland Technology Co.Ltd(000711) 8906956.
Address: Gaopeng Industrial Park, No. 11-59, Gaopeng science and technology Avenue, Chengdu.
Legal representative: Xiong Guobin.
Registered capital: 4775430289 million yuan.
Business scope: (the following scope does not include the pre license projects. The post license projects shall be subject to the license or approval documents, including housing construction engineering, municipal public works, highway traffic engineering, earthwork engineering, power engineering, electromechanical installation engineering, foundation and foundation engineering, ready mixed commercial concrete, concrete prefabricated components, building decoration engineering; engineering survey and design; surveying and mapping services; planning management ； Engineering management services; Leasing and maintenance of construction machinery; Production of building materials; Wholesale and retail of goods; estate management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Company type: other joint stock limited companies (listed).
Date of establishment: December 28, 1999.
Major shareholder: Shudao group holds 68.04% and is the controlling shareholder of Sichuan Road & Bridge Co.Ltd(600039) company.
Main financial data: according to the audit report of Sichuan Road & Bridge Co.Ltd(600039) 2020 (xyzh / 2021cdaa80193) issued by ShineWing Certified Public Accountants (special general partnership), as of December 31, 2020, Sichuan Road & Bridge Co.Ltd(600039) total assets were RMB 11322374541434 and net assets were RMB 2476370156041; In 2020, the company achieved an operating income of 6106990748756 yuan and a net profit of 304547210598 yuan.
The board of directors of the company has conducted necessary due diligence on the basic information of Sichuan Road & Bridge Co.Ltd(600039) and its transaction performance ability. Sichuan Road & Bridge Co.Ltd(600039) has stable operation, good financial condition and performance ability.
Sichuan Road & Bridge Co.Ltd(600039) main businesses have developed well in the past three years Sichuan Road & Bridge Co.Ltd(600039) the relationship with the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. meets the requirements of relevant laws and regulations.
3、 Basic information of related party transactions
(I) name and type of transaction: assets sold.
(II) transaction object: 5% equity of transportation construction company.
1. Basic information of the target company
(1) Name: Sichuan Communications Construction Group Co., Ltd.
(2) Unified social credit Code: 9151 Shenzhen Sdg Information Co.Ltd(000070) 91680387.
(3) Address: block a and block B, 8th floor, Sichuan Expressway Building, No. 90, West Section 1, Second Ring Road, Wuhou District, Chengdu.
(4) Legal representative: Chen Liangchun.
(5) Registered capital: 2 million yuan.
(6) Business scope: licensed projects: various engineering construction activities; General contracting of housing construction and municipal infrastructure projects; Highway management and maintenance; Construction engineering survey; Construction engineering design (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or permits of relevant departments) general projects: Earthwork construction; Landscape engineering construction; Engineering management services; Municipal facilities management; Urban greening management; Sales of cement products; Sales of concrete structural members; General mechanical equipment installation services; Mechanical equipment leasing; Repair of special equipment; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Loading, unloading and handling; Sales of intelligent basic manufacturing equipment (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
(7) Company type: other joint stock limited companies (unlisted).
(8) Date of establishment: April 19, 1999.
(9) Equity structure: Sichuan Expressway Construction and Development Group Co., Ltd. (hereinafter referred to as "chuangao company") holds 51%, Sichuan Tibetan Expressway Co., Ltd. (hereinafter referred to as "canggao company") holds 39%, Sichuan port and Shipping Development Co., Ltd. (hereinafter referred to as "port and shipping development") holds 5% and the company holds 5%.
2. Main financial indicators of the target company
Audited by ShineWing Certified Public Accountants (special general partnership), as of September 30, 2021, the total assets were RMB 13.858 billion, the net assets were RMB 3.076 billion, the operating income from January to September 2021 was RMB 11.935 billion and the net profit attributable to the parent company
