Securities code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 202221 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
Announcement on related party transactions of winning the bid of linteng expressway, Gaoshang Expressway and investing in shangao Zhiyuan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
(I) bid winning of the project
In December 2021, subsidiaries of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”) such as Ningxia highway and Bridge Construction Co., Ltd. (hereinafter referred to as “Ningxia highway”) and Shandong Binzhou Highway Engineering Co., Ltd. (hereinafter referred to as “Binzhou highway”) were respectively determined as Linyi Tengzhou highway project (hereinafter referred to as “Linyi Tengzhou expressway”) through public bidding For the bid winner of Gaoqing Shanghe highway project (hereinafter referred to as “Gaoshang expressway”), see the announcement on related party transactions of winning the bid of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou expressway, Dongqing Expressway and investing in Lingxi No. 7 and Jinan Hongjia disclosed on the same day of this announcement.
(II) investment requirements and forms of the winning project
According to the requirements of the bidding documents and addenda of linteng Expressway and Gaoshang expressway, the bid winner or the third party designated by the bid winner will, as a limited partner, sign the partnership agreement and relevant documents for the establishment of the partnership with the general partner designated by the tenderee Shandong Hi-Speed Company Limited(600350) construction management group Co., Ltd. (hereinafter referred to as “construction management group”), The amount of subscribed capital contribution to the partnership shall not be less than 1 / 7 of the bid price of the bid winner. In order to fulfill the above investment obligations, the company’s subsidiaries Ningxia highway and Binzhou highway plan to make a total contribution of no more than 326.37 million yuan in the form of self owned funds or designated third-party contributions to subscribe for the limited partner shares of the designated Jinan shangao Zhiyuan Investment Center (limited partnership) (hereinafter referred to as “shangao Zhiyuan”). The remaining 935.83 million yuan of capital contribution obligation of the above project is planned to be subscribed by the bid winning subsidiary in the form of its own funds or the contribution of a designated third party to the limited partnership share of the designated Jinan shangao Lingxi No. 7 Investment Center (limited partnership) according to the requirements of the tenderee, For details, see the announcement on related party transactions of winning the bid of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou expressway, Dongqing Expressway and investing in Lingxi No. 7 and Jinan Hongjia disclosed on the same day.
(III) the construction management group, the tenderee of the project, is a holding subsidiary of the company’s controlling shareholder Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (hereinafter referred to as “Expressway Group”), and is an affiliated party of the company. This capital contribution constitutes a related party transaction, which has been deliberated and approved at the 33rd meeting of the ninth board of directors of the company, and the related directors Mr. Zhou Xinbo and Mr. Ma Ning abstained from voting. The transaction amount involved in the announcement on related party transactions of winning the bid of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou expressway, Dongqing Expressway and investing in Lingxi No. 7 and Jinan Hongjia disclosed on the same day exceeds 5% of the company’s latest audited net assets. Based on the principle of prudence, The board of directors of the company agrees to submit it to the general meeting of shareholders for deliberation, and the related parties interested in the related party transaction will withdraw from voting. The independent directors of the company have approved the above-mentioned related party transactions in advance and expressed their agreed independent opinions.
(IV) the above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, do not constitute a reorganization and listing, and do not need to be approved by relevant departments.
2、 Project overview
(I) bid winning project
1. Lin Teng Expressway
The route of the Linyi Tengzhou highway project starts from about 4km south of the long Shenzhen Expressway Company Limited(600548) Linyi Hedong interchange, passes through Hedong District, Lanshan District, Feixian County, Pingyi City, Shanting District, Zaozhuang City and Tengzhou City of Linyi City, and ends in the north of Longyang town. At the end, there is a Tengzhou North hub interchange, which intersects with Beijing Taiwan expressway, and connects with Zaohe Expressway to the West; The total length of the route is 140770km, with 8 super major bridges, 29 major bridges, 18 medium bridges, 2 small bridges and 99 culverts; 7 tunnels; 14 Interchanges (including 4 hub interchanges and general interchanges)
10 interchanges), 16 separated interchanges, 98 channels and 25 overpasses; The main line is constructed according to the expressway standard, and the design speed is 120 km / h. The planned construction period is 36 months and the defect liability period is 24 months. The company’s subsidiaries won the bid for construction bid sections III, VI, VII and VIII, including construction bid section III, with a bid section length of 15.467km; Construction Lot 6, with a length of 15.97km; Construction bid section 7, with a length of 17.218km; The length of bid section 8 is 19.352km.
2. Gaoshang Expressway
The route of Gaoqing Shanghe highway project starts from Qingcheng West hub to Jianji high-speed highway, passes through Gaoqing County of Zibo City, Huimin County of Binzhou City and Shanghe County of Jinan City to the west, and ends at Zhangfang hub to connect with Beijing Shanghai expressway. The main line is 56.891km long, with 2 super major bridges, 3 major bridges, 13 medium bridges, 19 separated interchanges, 49 channels, 1 overpass and 120 culverts; There are 7 Interchanges (including 3 hub interchanges); The main line adopts the standard of two-way six lane expressway, with a design speed of 120 km / h. The construction period of the project is 48 months and the defect liability period is 24 months. The company’s subsidiaries won the bid for the first and second bid sections of construction, of which the first bid section of construction is 8.751km long; The length of bid section II is 14.165km. (II) investment plan
1. Investment object and purpose
The company’s subsidiaries Ningxia highway and Binzhou highway plan to subscribe for the limited partnership share of shangao Zhiyuan up to RMB 326.37 million in the form of self owned funds or designated third-party contribution. The capital contribution of each subsidiary is intended to be finally used for the construction of the bid winning projects of the above subsidiaries.
2. Investment term and exit mechanism
The investment of linteng Expressway and Gaoshang expressway projects is divided into two phases, each accounting for 50% respectively. The investment period of the two phases is seven years. Upon the expiration of the investment period, the investment partner shall handle the withdrawal procedures immediately after receiving the capital contribution and corresponding income (if any) returned from the shangao Zhiyuan investment project after deducting taxes and other payables. 3、 Basic information of related parties and transaction parties
(I) construction management group, the tenderee of linteng Expressway and Gaoshang Expressway
1. Basic information
Name: Shandong Hi-Speed Company Limited(600350) Construction Management Group Co., Ltd
Unified social credit Code: 91370000ma3nwhg57c
Legal representative: Xu Qingjun
Registered capital: 2967 million yuan
Type: other limited liability companies
Place of business: floor 5-9, building A1, Haier Green City Central Plaza, No. 0, Longding Avenue, Longdong street, Lixia District, Jinan, Shandong Province
Business scope: construction, management, investment, operation, charging, maintenance, obstacle removal and rescue, design, consultation, bidding, test, detection and scientific research of infrastructure such as expressway, bridge and tunnel; Investing abroad with its own funds; Comprehensive development and operation along the construction project.
2. Affiliated relationship and financial status: construction management group is the holding subsidiary of Expressway Group, the controlling shareholder of the company, and is an affiliated party of the company. By the end of 2020, the audited total assets of the construction management group were 47 billion yuan, the owner’s equity was 16.2 billion yuan, and the total operating income in 2020 was 880 million yuan. By the end of November 2021, the unaudited total assets of the construction management group were 69.1 billion yuan and the owner’s equity was 25 billion yuan. From January to November 2021, the total operating revenue was 950 million yuan and the net profit was 140 million yuan.
3. The construction management group is not a dishonest executee, and its credit status is good.
(II) Shandong Dongfang Road and Bridge Construction Co., Ltd. (hereinafter referred to as “Dongfang Road and bridge”), a limited partner of shangao Zhiyuan Co., Ltd
1. Basic information
Name: Shandong Dongfang Road and Bridge Construction Co., Ltd
Unified social credit Code: 91371 Wonders Information Co.Ltd(300168) 2579853
Legal representative: Wang Changzhu
Registered capital: 601 million yuan
Type: limited liability company (invested or controlled by natural person)
Place of business: No. 4, Tongda Road, Linyi City, Shandong Province
Business scope: Sales of construction machinery; Mechanical equipment leasing; Sales of metal materials; Sales of building materials; Construction stone processing; Sales of cement products, etc.
2. Related relationship and financial status: Dongfang Road and bridge is the holding subsidiary of Shandong Hi-Speed Company Limited(600350) Transportation Construction Group Co., Ltd., a subsidiary of the controlling shareholder Expressway Group, and is the related party of the company.
By the end of 2020, the audited total assets of Dongfang Road and bridge were 28285926 million yuan, the owner’s equity was 2577394 million yuan, the total operating revenue in 2020 was 21325198 million yuan, and the net profit was 87.025 million yuan. By the end of September 2021, the unaudited total assets of Dongfang Road and bridge were 3946173 million yuan, the owner’s equity was 3565126 million yuan, the total operating income from January to September 2021 was 20444882 million yuan, and the net profit was 835953 million yuan.
3. Dongfang Road and bridge is not the person to be executed for dishonesty, and its credit status is good.
(III) general partner of shangao Zhiyuan – Shandong Hi-Speed Company Limited(600350) Beiyin (Shanghai) Investment Management Co., Ltd. (hereinafter referred to as “shangao Beiyin”)
1. Basic information
Name: Shandong Hi-Speed Company Limited(600350) Beiyin (Shanghai) Investment Management Co., Ltd
Unified social credit Code: 91310000ma1fl46c4e
Legal representative: Ma Fengli
Registered capital: 20 million yuan
Date of establishment: June 29, 2017
Type: limited liability company (invested or controlled by natural person)
Address: Building 2, No. 559, Fengjin Road, Fengxian District, Shanghai
Business scope: investment management; Information consulting services (excluding licensed information consulting services). 2. Ownership structure
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd. 800 40%
2 Yantai Fanya Investment Management Co., Ltd. 400 20%
3 Tianjin Rongqi Enterprise Management Co., Ltd. 300 15%
4 Yantai liudeyongkun Investment Center (limited partnership) 300 15%
5 Yantai Chengshu Investment Center (limited partnership) 200 10%
3. Relationship
Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd., a subsidiary of Expressway Group, the controlling shareholder of the company, holds 40% equity of shangao Beiyin. According to the articles of association of the bank, Shandong Hi-Speed Company Limited(600350) Investment Holding Co., Ltd. cannot form actual control over the bank. Shangao Beiyin is not a related party of the company.
4. Shangao Beiyin is not the person to be executed for dishonesty, and its credit status is good.
4、 Basic information of transaction target: shangao Zhiyuan
Investment object: newly established partnership
Contribution method: monetary contribution.
Name of partnership: Jinan shangao Zhiyuan Investment Center (limited partnership)
Partnership purpose: to protect the legitimate rights and interests of all partners and make the partnership achieve the best economic benefits.
Business scope: general items: engaging in investment activities with its own funds. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Capital contribution of each partner: see “v. main contents of the agreement” in this announcement for details
5、 Main contents of capital contribution agreement
(I) partnership agreement of Jinan shangao Zhiyuan Investment Center (limited partnership)
1. Term of partnership
long-term.
2. Method, amount and payment period of partners’ capital contribution
Partner category name capital contribution subscribed capital contribution proportion time and method of subscribed capital contribution (10000 yuan) (%)
General partner (GP) Shandong Hi-Speed Company Limited(600350) Beiyin (Shanghai) currency 100 0.1528 December 31, 2045 Investment Management Co., Ltd
Limited partner (Lp1) Ningxia highway and Bridge Construction Co., Ltd. 12320188210 December 31, 2045
Limited partner (LP2) Shandong Dongfang Road and Bridge Construction Co., Ltd. 32722499885 December 31, 2045
Limited partner (LP3) Shandong Binzhou Highway Engineering Co., Ltd. 20317310377 December 31, 2045
Total 65459100
3. Profit distribution and loss sharing method
(1) Profit distribution of the partnership
