Securities code: 600039 securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2021-148
Sichuan Road & Bridge Co.Ltd(600039)
Announcement on the progress of related party transactions of road and Bridge Group’s participation in the investment and construction of PPP construction project in Jintang County new urbanization comprehensive experimental zone
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.
Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”) successively held the 15th meeting of the 6th board of directors and the 4th extraordinary general meeting of shareholders in 2016 on November 28, 2016 and December 15, 2016, and deliberated and adopted the proposal on road and Bridge Group’s participation in the construction of PPP project in Jintang County’s new urbanization comprehensive test area ， It is agreed that the wholly-owned subsidiary Sichuan highway and Bridge Construction Group Co., Ltd. (hereinafter referred to as “road and Bridge Group”), Sichuan railway investment Urban and rural investment and Construction Group Co., Ltd. (hereinafter referred to as “urban and rural group”) and Tianjin municipal engineering design and Research Institute (hereinafter referred to as “Tianjin Municipal Engineering Design Institute”) ）Form a consortium to invest in the PPP construction project of Jintang County new urbanization comprehensive experimental zone, with a total investment of about 5 billion yuan and a capital of about 1.25 billion yuan. The road and Bridge Group is responsible for the construction of the project, and the urban and rural group is responsible for financing the project. Urban and rural groups Sichuan Huayuan Shuicheng urban and rural industrial development investment and Development Co., Ltd. (hereinafter referred to as “Huayuan Shuicheng company”), a platform company designated by the government, and Luqiao group set up the project company at the equity ratio of 60%: 30%: 10%. According to the equity ratio, the capital undertaken by Luqiao group is about 125 million yuan. For details, see the Announcement No. 2016-073 of the company Announcement on related party transactions of road and Bridge Group’s participation in the PPP construction project of Jintang County new urbanization comprehensive experimental zone.
1、 Current implementation
The project adopts franchise mode, The people’s Government of Jintang County, Chengdu City, Sichuan Province (hereinafter referred to as the “county government”) authorizes the Construction Management Committee of Tianfu Shuicheng new area of Jintang county (hereinafter referred to as the “original management committee”) as the implementation organization of the project. Road and Bridge Group is responsible for the construction of the project, urban and rural group is responsible for financing the project, and Tianjin Municipal Design Institute is responsible for survey and design.
According to the construction project of Jintang County new urbanization comprehensive experimental zone signed by the consortium members and the original management committee
Securities code: 600039 securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2021-148
According to the government and social capital cooperation (PPP) contract (hereinafter referred to as “PPP contract”), the urban and rural group, Huayuan Shuicheng company and road and Bridge Group jointly established the project company Sichuan Tianfu Shuicheng new area development and Construction Co., Ltd. (hereinafter referred to as “Tianfu Shuicheng company”) at the equity ratio of 60%: 30%: 10% ）, responsible for the specific investment and financing, construction, operation and maintenance of the project. The registered capital of the project company is 200 million yuan, and all shareholders have paid in. Road and Bridge Group has no other investment in the project except the registered capital. The contributions of each party are as follows:
Proportion and amount of contribution by shareholders (10000 yuan)
Urban rural group 60% 12000
Garden Water City company 30% 6000
Road and Bridge Group 10% 2000
Total 100% 20000
Road and Bridge Group signed the construction contract with Tianfu Shuicheng company, which is responsible for the project content of the project. Up to now, the road and Bridge Group has completed the construction of two municipal roads in phase I and batch I, completed the completion acceptance and delivered for use, and other works have not been carried out. According to the liquidation review report on planned road C and planned road 6 of infrastructure project in Jintang County new urbanization comprehensive experimental zone issued by Sichuan Zhihe Engineering Consulting Management Co., Ltd. (CZK [2020] No. 0224), the approved project amount of completed projects of road and Bridge Group is RMB 39308066.35, and the measurement and payment work has been completed.
2、 Reasons for project termination
As the project did not enter the PPP project library of the Ministry of finance, the financing was blocked, resulting in the inability to implement and promote the project. The contract of the project is proposed to be terminated by consensus of many parties. As of February 20, 2020, the actual investment of Tianfu Shuicheng company in the project is about 1.125 billion yuan and the receivables are 1.45 billion yuan. After the termination of the project contract, Tianfu Shuicheng company will be cancelled after liquidation according to law.
The company held the 47th meeting of the 7th board of directors on December 22, 2021, The meeting deliberated and approved the proposal on the cancellation of the government and social capital cooperation (PPP) contract for the construction project of Jintang County new urbanization comprehensive experimental zone by Luqiao group, and agreed that Luqiao group should sign the agreement on the cancellation of the government and social capital cooperation (PPP) contract for the construction project of Jintang County new urbanization comprehensive experimental zone. The proposal involves related party transactions,
Securities code: 600039 securities abbreviation: Sichuan Road & Bridge Co.Ltd(600039) Announcement No.: 2021-148
Yang rugang, Yan Zhiming and Li Lin, affiliated directors, avoided voting on this proposal. Li Guangjin, Zhou Yousu, Zhao zesong and Cao Qilin, the independent directors of the company, expressed their prior approval and independent opinions on the proposal and agreed. The event has no significant impact on the company’s production, operation and financial status, nor does it damage the interests of investors and the company. The voting result was eight in favor, zero against and zero abstention.
It is hereby announced.
Sichuan Road & Bridge Co.Ltd(600039) board of directors December 22, 2021
