Securities code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 202220 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
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
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, Shandong Road and Bridge Group Co., Ltd. (hereinafter referred to as "road and Bridge Group") and other subsidiaries of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as "the company", "the company" or " Shandong Hi-Speed Road&Bridge Co.Ltd(000498) ") were determined as Linyi Tengzhou highway project (hereinafter referred to as "Linyi Tengzhou expressway") through public bidding The bid winner of Gaoqing Shanghe highway project (hereinafter referred to as "Gaoshang expressway"), the reconstruction and expansion project of xiaoxujia hub to Yaoqiang airport section of the east line of Jinan Ring Expressway (hereinafter referred to as "xiaoxujia Yaoqiang airport expressway"), and the reconstruction and expansion project of xiaoxujia Ganggou section of Jinan Ring Expressway (hereinafter referred to as "xiaoxujia Ganggou expressway") The bid winning candidates of Dongying Qingzhou expressway reconstruction and expansion project (hereinafter referred to as "Dongying Qingzhou expressway") are as follows:
1. Bid winning of linteng expressway. In December 2021, the company's subsidiaries road and bridge group, Shandong Hi-Speed Company Limited(600350) Engineering Construction Group Co., Ltd. (hereinafter referred to as "Engineering Construction Group"), Shandong Expressway Maintenance Group Co., Ltd. (hereinafter referred to as "maintenance group") Ningxia highway and Bridge Construction Co., Ltd. (hereinafter referred to as "Ningxia highway") and Liaocheng Transportation Development Co., Ltd. (hereinafter referred to as "Liaocheng jiaofa") were determined as the bid winner of linteng 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 665826776394 yuan. See the following table for details:
Project name bid section name bid winner's subsidiary or joint subsidiary
Bid winning amount (yuan)
Leader of the third bid section: Ningxia highway and Bridge Construction Co., Ltd. United 143731688884
Party: Liaocheng Transportation Development Co., Ltd
Construction of bid section VI Shandong Road and Bridge Group Co., Ltd. 207558753268
Leader of Section VII of linteng Expressway Construction: Hubei Road and Bridge Group Co., Ltd. 154735681876
Joint party: Shandong Expressway Maintenance Group Co., Ltd
Leader of bid section 8: Shandong Hi-Speed Company Limited(600350) Engineering Construction Group Co., Ltd. 159800652366
Joint party: Qilu Construction Engineering Development Group Co., Ltd
Total 665826776394
2. Bid winning of Gaoshang expressway. In December 2021, the company's subsidiaries Shandong highway and Bridge Construction Group Co., Ltd. (hereinafter referred to as "highway and Bridge Group") and Shandong Binzhou Highway Engineering Co., Ltd. (hereinafter referred to as "Binzhou highway") were determined as the bid winner of Gaoshang Expressway respectively, with the bid winning amount of 317716194745 yuan, as shown in the table below:
Project name bid section name bid winning unit bid winning amount (yuan)
Construction of bid section I Shandong highway and Bridge Construction Group Co., Ltd. 175497607717
Bid section II of Gaoshang expressway construction Shandong Binzhou Highway Engineering Co., Ltd. 142218587028
Total 317716194745
3. Bid winning of xiaoxujia Yaoqiang airport expressway. In December 2021, the company's subsidiary engineering construction group was determined as the bid winner of xiaoxujia Yaoqiang Airport Expressway, with a bid winning amount of 134581499960 yuan.
4. Bid winning of xiaoxujia Ganggou expressway. In December 2021, the engineering construction group, a subsidiary of the company, was determined as the bid winning candidate of xiaoxujia Ganggou expressway, with a bid winning amount of 237782670590 yuan. 5. Bid winning of Dongqing expressway. In December 2021, the company's subsidiary road and bridge group, as the lead party, and the joint parties Shandong Ludong road and Bridge Co., Ltd. and Shandong Hongchang road and Bridge Group Co., Ltd. were determined as the bid winning candidates of Dongqing expressway. The bid winning amount of the joint venture was 7476512369 yuan.
(II) investment requirements and forms of the winning project
1. Capital contribution requirements
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, and the total capital contribution of each subsidiary of the company to participate in the construction of linteng Expressway and Gaoshang Expressway shall not exceed 1262.2 million yuan. According to the requirements of the bidding documents and addenda of xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou Expressway and Dongqing expressway, the successful bidder (or its designated organization) as the limited partner of the partnership signed the partnership agreement and the documents for the establishment of the partnership with the financial / investment institution designated by the tenderee Shandong Hi-Speed Company Limited(600350) Infrastructure Construction Co., Ltd. (hereinafter referred to as "shangao infrastructure company"), The amount of subscribed capital contribution shall not be less than 1 / 7 of the maximum bidding price of this bid section.
The maximum bid prices of the above three projects are 1350 million yuan, 2385 million yuan and 7480 million yuan respectively. The total contribution of the company's subsidiaries road and bridge group and engineering construction group is proposed to be no more than 105357 million yuan.
2. Form of capital contribution
According to the requirements of the tenderee of linteng expressway, Gaoshang expressway, xiaoxujia Yaoqiang Airport Expressway, xiaoxujia Ganggou Expressway and Dongqing expressway, The bid winning subsidiary of the company plans to make a total contribution of 1989.4 million yuan in the form of its own funds or a designated third party to subscribe for the limited partner share of the designated Jinan shangao Lingxi No. 7 Investment Center (limited partnership) (hereinafter referred to as "Lingxi No. 7"). The remaining 326.37 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 Jinan shangao Zhiyuan Investment Center (limited partnership) (hereinafter referred to as "shangao Zhiyuan") according to the requirements of the tenderee, For details, see the announcement on related party transactions of winning the bid for lingteng expressway, Gaoshang Expressway and investing in shangao Zhiyuan disclosed on the same day.
(III) the construction management group of the tenderee of the above project is the holding subsidiary of the company's controlling shareholder Shandong Hi-Speed Company Limited(600350) Group Co., Ltd. (hereinafter referred to as "Expressway Group"), and the tenderee shangao infrastructure Co., Ltd. is a wholly-owned subsidiary of Expressway Group and an affiliated party of the company. This 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. The related directors Mr. Zhou Xinbo and Mr. Ma Ning withdraw from voting and need to be submitted to the general meeting of shareholders of the company for deliberation. 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 10 general 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 total length of the main line is 56.891km, with 2 super major bridges, 3 major bridges and 13 medium bridges, separated and erected
19 crossings, 49 passages, 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. 3. Xiaoxujia Yaoqiang Airport Expressway
The reconstruction and expansion project from xiaoxujia hub to Yaoqiang airport on the east line of Jinan ring expressway has a total length of 5.465 km and adopts the standard of two-way eight Lane Expressway with a design speed of 120 km / h; Including 1 super large bridge and 1 small bridge; 10 extensions on both sides of the original culvert; Reconstruction and expansion of 2 existing interchanges, 3 widening and separation Interchanges on both sides, 1 new overpass and 1 new main line toll station. The total estimated investment of the project is about 2.311 billion yuan. It is divided into one construction bid section. The name of the bid section is construction bid section I.
4. Xiaoxujia Ganggou Expressway
The line of the reconstruction and expansion project of xiaoxujia Ganggou section of Jinan ring expressway is 16.782km long. It is reconstructed and expanded according to the technical standard of two-way eight Lane expressway, and the design speed is 120km / h; One super large bridge of 1422.9m, one medium bridge of 40m, and 15 culverts (14 extensions and 1 new one); Reconstruct 4 Interchanges (2 hub interchanges and 2 general interchanges). It is divided into one construction bid section. The name of the bid section is construction bid section I.
5. Dongqing Expressway
Dongying Qingzhou expressway reconstruction and expansion project, with a total length of about 88.7 kilometers. The main line of the project adopts the technical standard of two-way eight Lane expressway, with a design speed of 120 km / h; The whole line is equipped with 1 super major bridge, 13 major bridges, 8 medium bridges, 8 small bridges, 25 separation interchanges, 96 channels, 3 overpasses and 101 culverts; 11 Interchanges (including Qingzhou North Interchange). The estimated investment is about 12.976 billion yuan, and the construction period is 36 months. It is divided into one construction bid section. The name of the bid section is construction bid section I. (II) investment plan
1. Investment object and purpose
Each subsidiary of the company plans to make a capital contribution to subscribe for the limited partnership share of Lingxi No. 7 with a maximum of 1989.4 million yuan. After the capital contribution is completed, Lingxi No. 7 will use its capital contribution as a limited partner to participate in the capital contribution of Jinan Hongjia investment partnership (limited partnership) (hereinafter referred to as "Jinan Hongjia"). The capital contribution of each subsidiary of the company is intended to be finally used for the construction of the bid winning projects of each subsidiary.
2. Investment term and exit mechanism
(1) 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.
(2) The investment of xiaoxujia Yaoqiang airport expressway project is paid in one time, with a period of seven years and an investment income of 2% / year.
(3) The investment of xiaoxujia Ganggou expressway project is divided into two phases, each accounting for 50% respectively. The investment period of the two phases is ten years.
(4) The investment of Dongqing expressway project is divided into two phases, each accounting for 50% respectively. The investment period of the two phases is ten years.
Upon the expiration of the investment period, the investment partner shall go through the withdrawal procedures immediately after receiving the capital contribution and corresponding income (if any) returned after deducting taxes and other payables from Lingxi No. 7 investment project.
3、 Basic information of related 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
Registered capital: 2967 million yuan
Legal representative: Xu Qingjun
Date of establishment: December 24, 2018
