Securities code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 202222 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
On winning the bid of Ji He Expressway and investing in an Cheng partnership
Announcement of related party transactions
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 February 2022, Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”) subsidiaries Shandong Road and Bridge Group Co., Ltd. (hereinafter referred to as “the road and Bridge Group”), Shandong Hi-Speed Company Limited(600350) Engineering Construction Group Co., Ltd. (hereinafter referred to as “the engineering construction group”), Shandong Road and Bridge Construction Group Co., Ltd. (hereinafter referred to as “the road and Bridge Group”) Liaocheng Transportation Development Co., Ltd. (hereinafter referred to as “Liaocheng jiaofa”) has been determined as the bid winner of the main works of the reconstruction and expansion project of Jinan Heze section of Ji Guang Expressway (hereinafter referred to as “Ji He expressway” or “the project”) by winning the bid independently or forming a consortium, The total bid winning amount of each subsidiary and the consortium composed of subsidiaries is 359973216220 yuan. The details are as follows:
Project name bid section name bid winner’s subsidiary or joint subsidiary
Bid winning amount (yuan)
Leader of construction section 1: Shandong Hi-Speed Company Limited(600350) Engineering Construction Group Co., Ltd. 152304478285
Joint party of Jinan Guangzhou expressway: Qilu Construction Engineering Development Group Co., Ltd
Bid section 2 of Jinan highway construction Shandong Road and Bridge Group Co., Ltd. 119082103405
Leading Party of Heze section: Shandong highway and Bridge Construction Group Co., Ltd
Bid section 5 of reconstruction and expansion project: Liaocheng Transportation Development Co., Ltd. 88586634530
Process project
Total 359973216220
(II) investment requirements and forms of the winning project
According to the requirements of the bidding documents and addenda of Qilu Expressway Co., Ltd. (hereinafter referred to as “Qilu expressway”), the bid winner or the investor designated by the bid winner as the limited partner (LP) shall subscribe the partnership share designated by the bid inviter at no less than 25% of the bid winning price, Necessary materials for the establishment of the general partnership (GP) and the registration of the general partnership (GP) shall be provided on time.
As the bid winner of Jihe expressway, the subsidiary of the company plans to respond to the bidding requirements and subscribe for the limited partner share of Jinan an Cheng investment partnership (limited partnership) (tentative name, hereinafter referred to as “an Cheng partnership”) with its own funds or a designated third party. Specifically, the subsidiary road and bridge group and its subsidiary road and Bridge Group will contribute a total of 89993304055 yuan to participate in the establishment of an Cheng partnership. The tenderee designates Jinan shangao Risheng Investment Co., Ltd., a subsidiary of the company, as the general partner and executive partner of an Cheng partnership, which subscribes 1000000 yuan of partnership shares with its own funds.
All subsidiaries of the above-mentioned company have subscribed a total of 90093304055 yuan for the share of an Cheng partnership.
(III) Qilu expressway, the tenderee of the project, is a subsidiary of Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (hereinafter referred to as “Expressway Group”), the controlling shareholder of the company, 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. This transaction needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related parties interested in the related party transaction will avoid 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
The reconstruction and expansion project of Jinan Heze section of Ji Guang Expressway starts from the reconstruction and expansion of yinjialin hub interchange along the old road, passing through Shizhong District, Changqing District and Pingyin County of Jinan, Dongping County of Tai’an City, Wenshang County, Liangshan County and Jiaxiang County of Jining City, yuncheng county and Juye County of Heze City, and ends at wangguantun hub interchange. The total length of the route is 153.6km, and the implementation length is about 152775km. The main line will reconstruct and expand the existing four lane Expressway according to the standard of two-way eight Lane expressway. The reconstruction and expansion scheme of “mainly widening on both sides, supplemented by local unilateral Widening” is adopted. The design speed is 120 km / h, the width of the integral subgrade is 42 meters, and the width of the newly-built subgrade separated on one side is 20.75 meters. The design vehicle load grade of new bridges and culverts adopts highway-i, and the existing bridges and culverts use the original load standard. Other technical indicators shall be implemented in accordance with the technical standards for Highway Engineering (jtgb012014). There are 2 super major bridges, 18 major bridges, 37 medium bridges and 76 separated interchanges along the whole line; 15 interchanges and 11 ramp toll stations are set along the whole line; 3 service areas, 2 parking areas, 1 communication monitoring sub center and 3 maintenance work areas. The total construction period is 3 years from the commencement date of the project. The estimated investment is about 19.32 billion yuan.
The company’s subsidiaries won the bid independently or formed a consortium for the construction of bid sections 1, 2 and 5, including bid section 1, with a total length of 19.463 km; Construction Lot 2, with a total length of 21.859 km; Construction Lot 5, with a total length of 14.34 km.
3、 Basic information of related parties
The tenderee of Jihe Expressway – Qilu Expressway Co., Ltd
1. Basic information
Name: Qilu Expressway Co., Ltd
Unified social credit Code: 91370100758253271c
Legal representative: Wang Zhenjiang
Registered capital: 2 million yuan
Type: joint stock limited company (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Address: room 2301, building 4, zone 3, Hanyu financial and business center, No. 7000, jingshidong Road, high tech Zone, Jinan
Business scope: construction, maintenance, management and operation of roads, bridges, tunnels and supporting facilities; Building decoration; Technical consultation and service of road construction engineering; Processing and maintenance of construction machinery; Own equipment leasing; Road rescue and obstacle removal services; Construction and operation of port, highway and waterway transportation; Highway information network maintenance.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Related relationship
Qilu expressway is now an H-share listed company (Stock Code: 01576. HK). The controlling shareholder of the company, the holding subsidiary of Expressway Group Shandong Hi-Speed Company Limited(600350) now holds 38.93% of the shares of Qilu Expressway and is the controlling shareholder of Qilu expressway. Qilu Expressway and the company are related parties under the same control.
3. Financial position
By the end of 2020, the audited total assets of Qilu expressway were 670047 million yuan, the owner’s equity was 289882 million yuan, the total operating revenue in 2020 was 1689536 million yuan, and the net profit was 620776 million yuan. By the end of 2021, the unaudited total assets of Qilu expressway were 6632887 million yuan, the owner’s equity was 3392255 million yuan, the total operating income in 2021 was 1995432 million yuan, and the net profit was
853436 million yuan.
4. Qilu expressway is not a dishonest person and is in good credit condition.
4、 Basic information of counterparty
(I) Jinan shangaoluqiao Jincheng investment partnership (limited partnership) (hereinafter referred to as “shangaoluqiao Jincheng”)
1. Basic information
Name: Jinan shangaoluqiao Jincheng investment partnership (limited partnership)
Unified social credit Code: 91370103ma7felgp33
Executive partner: Jinan shangao Risheng Investment Co., Ltd
Registered capital: 801 million yuan
Type: limited partnership
Date of establishment: January 28, 2022
Address: room 5003, 5th floor, Shandong digital industry building, No. 28-1, Jingqi Road, Shizhong District, Jinan City, Shandong Province
Business scope: general items: engaging in investment activities with its own funds; business management; Enterprise management consulting.
2. Capital contribution structure
No. partner name type subscribed capital contribution amount contribution proportion (10000 yuan) (%)
1 Jinan Changying Jincheng equity investment partnership (limited partnership) limited partner 4 Shenzhen Desay Battery Technology Co.Ltd(000049) .94
2. Limited partner of shangao (Shenzhen) Investment Co., Ltd. 4 Shenzhen Desay Battery Technology Co.Ltd(000049) .94
3 Jinan shangao Risheng Investment Co., Ltd. General Partner 100 0.12
3. Related relationship: the actual controller of shangaoluqiao Jincheng is the controlling shareholder of the company, Expressway Group, and shangaoluqiao Jincheng is the related party of the company. Shangaoluqiao Jincheng is a capital institution designated by the bid winner of other bid sections of ji’he Expressway to subscribe for the share of Jinan an Cheng partnership.
4. Finance and credit: shangaoluqiao Jincheng was established on January 28, 2022. Up to now, there is no financial data. Shangaoluqiao Jincheng is not a dishonest person to be executed.
(II) Shandong Taishan Road and Bridge Engineering Co., Ltd. (hereinafter referred to as “Taishan Road and bridge”)
1. Basic information
Name: Shandong Taishan Road and Bridge Engineering Company
Unified social credit Code: 91370900166412080q
Legal representative: Yuan Shigang
Registered capital: 606 million yuan
Date of establishment: February 5, 1994
Type: ownership by the whole people
Address: No. 1, Donghu Road, Tai’an City
Business scope: Construction and maintenance of highway engineering, bridge and tunnel engineering; Municipal engineering construction; Class III construction of industrial and civil construction engineering; Undertake the construction supervision of class I, II and III highway projects and bridge projects nationwide; Highway engineering design; Production and installation of road safety facilities; Real estate development; Landscape engineering construction; Concrete mixing processing and sales; Property management (excluding security services).
2. Ownership structure and related relationship: Taishan Road and bridge is a subordinate enterprise of Tai’an Transportation Development Investment Group Co., Ltd., and the actual controller is the state owned assets supervision and Administration Commission of Tai’an Municipal People’s government. It has no relationship with the company and is a capital contribution institution designated by the bid winner of other bid sections of ji’he Expressway to subscribe for the share of Jinan an Cheng partnership.
3. Taishan Road and bridge is not the executee of dishonesty, and its credit status is good.
(III) shangao (Yantai) Suxing Investment Center (limited partnership) (hereinafter referred to as “Yantai Suxing”), limited partner of an Cheng partnership
1. Basic information
Name: shangao (Yantai) Suxing Investment Center (limited partnership)
Unified social credit Code: 91370600ma3cl6629e
Executive partner: Shandong Hi-Speed Company Limited(600350) Beiyin (Shanghai) Investment Management Co., Ltd
Registered capital: 410524 million yuan
Date of establishment: November 9, 2016
Type: limited partnership
Address: No. 218-1, Changjiang Road, Yantai Development Zone, Yantai area, China (Shandong) pilot Free Trade Zone
Business scope: investment in equity, real estate, construction, transportation, warehousing, postal industry, culture and sports, entertainment, public management, medical treatment and forestry with its own funds. (without the approval of the financial supervision department, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee and customer financing); Enterprise management consulting.
2. Capital contribution structure
No. partner name type subscribed capital contribution amount contribution proportion (10000 yuan) (%)
1 Jinan Hongjia investment partnership (limited partnership) limited partner 410523999998
2 Shandong Hi-Speed Company Limited(600350) Beiyin (Shanghai) Investment Management Co., Ltd. General Partner 1 0.0002
3. Association relationship: Yantai Suxing has no association relationship with the company. It is a capital contribution institution designated by the bid winner of other bid sections of ji’he Expressway to subscribe for the share of Jinan an Cheng partnership.
4. Yantai Suxing is not the executee of dishonesty, and its credit status is good.
5、 Basic information of transaction object
(I) investment object and contribution method
Investment object: newly established partnership
Contribution method: monetary contribution
