Sichuan Road & Bridge Co.Ltd(600039) the fourth extraordinary general meeting of shareholders in 2022
Meeting materials
(more genuine)
March 21, 2022
Sichuan Road & Bridge Co.Ltd(600039)
Agenda of the fourth extraordinary general meeting of shareholders in 2022
1、 On site meeting time: 14:00 PM, Monday, March 21, 2022
Online voting time: conduct online voting through the trading system of Shanghai Stock Exchange. The time is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 21, 2022
2、 Venue of on-site meeting: Conference Hall on the fourth floor of the company, No. 12, Jiuxing Avenue, high tech Zone, Chengdu
3、 Chairman: Xiong Guobin
4、 Meeting minutes: Li meihui
5、 Contents considered at the meeting
No. meeting proposal reader page
Non cumulative voting motion
Deliberating on the regulations on the company’s compliance with issuing shares and paying cash to purchase capital
1. Proposal on the conditions for raising supporting funds and related party transactions 7
To review the regulations on issuing shares and paying cash to purchase assets and
2.00 proposal on raising supporting funds and related party transactions (sub proposal of Hu Hai’s 9 discussion item by item)
2.01 overall scheme of this transaction Hu hai9
2.02 scheme for issuing shares and paying cash to purchase assets and related party transactions Hu hai10
2.03 transaction consideration and payment method Hu hai11
2.04 types and par value of issued shares Hu hai12
2.05 issuing object and method Hu hai12
2.06 pricing base date, pricing basis and issue price Hu hai13
2.07 issue price adjustment mechanism Hu hai14
2.08 issue quantity and cash consideration Hu Hai 16
2.09 lock up period arrangement Hu hai17
2.10 profit and loss arrangement in transition period Hu hai19
2.11 performance commitment and compensation arrangement Hu hai19
2.12 place of listing huhai 26
2.13 arrangement of accumulated undistributed profits Hu hai26
2.14 validity of the resolution Hu hai27
2.15 scheme for raising supporting funds Hu hai27
2.16 types and par value of issued shares Hu hai27
2.17 issuance method and object Hu hai27
2.18 pricing base date, pricing basis and issue price Hu hai27
2.19 issue quantity Hu hai28
2.20 listing place: huhai 29
2.21 arrangement of restricted sales period Hu hai29
2.22 purpose of raised matching funds Hu hai29
2.23 arrangement of accumulated undistributed profits Hu hai30
2.24 validity of the resolution Hu hai30
Review of the Sichuan Road & Bridge Co.Ltd(600039) circular
Proposal on the report (Draft) and summary of the third bank’s share and cash payment to purchase assets and raise supporting funds and Hu Hai 32 related party transactions
To review the regulations on the issuance of shares and the payment of cash for the purchase of assets by the company and Hu Hai
4 proposal on raising supporting funds to form related party transactions 33
5. Review of the regulations on the issuance of shares and payment of cash to purchase assets and Hu hai34
Proposal on raising matching funds that are not expected to constitute major asset restructuring
Deliberating on the signing of the agreement on issuing shares and paying cash with effective conditions
6. Proposal on the agreement related to the purchase of assets by gold 37
Deliberating on the signing of the agreement on issuing shares and paying cash with effective conditions
7. Proposal on the supplementary agreement related to the purchase of assets by Jinjin 38
Deliberating on the signing of the agreement on issuing shares and paying cash with effective conditions
8. Proposal on performance commitment and compensation agreement related to the purchase of assets by gold 40
Deliberating the regulations on issuing shares and paying cash to purchase assets of the company
9. In line with the proposal stipulated in articles 41 and 43 of the measures for the administration of major asset restructuring of listed companies
Deliberating on the “Regulations on the issuance of shares and the payment of cash for the purchase of assets by the company”
10. Proposal constituting the relevant circumstances stipulated in Article 13 of the measures for the administration of major asset restructuring of listed companies
Deliberating the regulations on issuing shares and paying cash to purchase assets of the company
11. Proposal on Article 4 of Hu Hai 45 regulations on Several Issues concerning the regulation of major asset restructuring of listed companies
To review the relevant regulations on the issuance of shares and the payment of cash for the purchase of assets by the company
Relevant entities do not exist about strengthening the relationship with major assets of listed companies
12 groups of Interim Provisions on the supervision of abnormal stock transactions Article 13 Hu hai47 shall not participate in any major asset restructuring of listed companies
Shaped motion
Review of the report on the fluctuation of the company’s share price before this transaction
13. Proposal on the relevant standards of Article 5 of Tonghu hai48 notice on regulating the information disclosure of listed companies and the behavior of relevant parties
To review the regulations on issuing shares and paying cash to purchase assets and raise funds
14. The adjustment of supporting funds and related party transactions does not constitute a major adjustment Hu hai49’s proposal
Review of Hu Hai’s proposal on the transfer of 5% equity of CCCC group held by Sichuan Expressway Company Limited(601107) the company
15 motion 51
Review and sign Hu Hai on the company’s introduction of energy investment group as strategic investor
16. Proposal on the strategic cooperation agreement of UNDP 53
Deliberating on the company’s introduction of Byd Company Limited(002594) as a strategic investor and signing Hu Hai
17 proposal on strategic cooperation agreement 64
Deliberating the Hu Hai agreement on signing the agreement with entry into force conditions between the company and strategic investors
18 proposal on supporting the subscription agreement of raised funds 76
To review the agreement on the signing of the agreement with entry into force conditions between the company and CCCC
Proposal on 19 sets of subscription agreements for raised funds 77
Discussion on the special report on the use of funds raised in the previous time
20 case 78
Discussion on the issue of cash and payment of shares
21 proposal on filling diluted immediate return measures after matching funds 79
To review and approve the issuance of shares and the payment of cash for the purchase of assets
22. Proposal on the audit report, examination report for reference and assets appraisal report of Zhang Kunpeng on raising supporting funds
Review on the independence of appraisal institutions and reasonable assumptions of appraisal
23. The relevance between the appraisal method and the appraisal purpose and the proposal on the publicity of the appraisal pricing
24. Review of the regulations on the issuance of shares and payment of cash to purchase assets and Hu hai84
Complete legal procedures for raising supporting funds and related party transactions
Proposal on compliance, compliance and effectiveness of legal documents submitted
Deliberating on the proposal of the general meeting of shareholders authorizing the board of directors to handle the company’s issuance of
25. Proposal on issues related to the purchase of assets by shares and cash payment and the raising of supporting funds and Hu Hai 89 related party transactions
6、 Shareholder voting
7、 Shareholders’ representatives, supervisors’ representatives and witness lawyers count and supervise votes respectively
8、 The moderator read out the voting results
9、 The lawyer read out the legal opinion
10、 The moderator read out the resolution
11、 End of the meeting
Proposal I Sichuan Road & Bridge Co.Ltd(600039)
Proposal on the company meeting the conditions of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Shareholders’ representatives:
The company plans to purchase 95% equity of Sichuan Communications Construction Group Co., Ltd. held by Sichuan Expressway Construction and Development Group Co., Ltd., Sichuan Tibetan Expressway Co., Ltd. and Sichuan port and Shipping Development Co., Ltd. after being changed into a limited liability company, Shudao Investment Group Co., Ltd Sichuan Expressway Construction and Development Group Co., Ltd. and Sichuan Gaolu Cultural Tourism Development Co., Ltd. jointly hold 100% equity of Sichuan Gaolu Construction Engineering Co., Ltd., and Sichuan Expressway Construction and Development Group Co., Ltd. holds 96.67% equity of Sichuan Expressway Greening and Environmental Protection Development Co., Ltd, At the same time, it is proposed to raise supporting funds by non-public offering of A-Shares to three specific objects (hereinafter referred to as “this transaction”).
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies According to the relevant provisions of laws, regulations and normative documents and the articles of association of Sichuan Road & Bridge Co.Ltd(600039) Construction Group Co., Ltd., after careful self-examination, analysis and demonstration, the company believes that the issue of shares, the payment of cash to purchase assets, the raising of supporting funds and related party transactions of the company meet the substantive conditions specified in relevant laws, regulations and normative documents.
The above proposal has been deliberated and adopted at the 52nd meeting of the seventh board of directors of the company, and all shareholder representatives are invited to deliberate. The proposal constitutes a connected transaction, and the connected shareholders need to avoid voting.
March 21, 2022
Proposal II Sichuan Road & Bridge Co.Ltd(600039)
Proposal on the company’s plan of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
Shareholders’ representatives:
The company plans to purchase assets by issuing shares and paying cash, and plans to raise matching funds by non-public offering of shares to specific objects (hereinafter referred to as “this transaction”). The specific scheme is as follows:
1. Overall plan of this transaction
This transaction consists of issuing shares, paying cash to purchase assets and raising supporting funds, as follows:
(1) The contents of issuing shares and paying cash to purchase assets include:
① The company plans to purchase Sichuan Expressway Construction and Development Group Co., Ltd. (hereinafter referred to as “chuangao company”) and Sichuan Tibetan Expressway Co., Ltd. (hereinafter referred to as “canggao company”) by issuing shares and paying cash The 95% equity of Sichuan Communications Construction Group Co., Ltd. (hereinafter referred to as “Communications Construction Group”) jointly held by Sichuan port and Waterway Development Co., Ltd. (hereinafter referred to as “port and waterway development”) after being changed into a limited liability company, of which the 51% equity of Communications Construction group held by chuangao company after being changed into a limited liability company 39% of the equity held by canggao after the change of Jiaojian group into a limited liability company is purchased by the company through the issuance of shares, and 5% of the equity held by Ganghang development after the change of Jiaojian group into a limited liability company
