Stock abbreviation: Jiangsu Expressway Company Limited(600377) Stock Code: Jiangsu Expressway Company Limited(600377) No.: pro 2022021 Jiangsu Expressway Company Limited(600377)
Announcement on foreign investment
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. Important content tips
Investment object: Jiangsu Expressway Company Limited(600377) (hereinafter referred to as “the company” or ” Jiangsu Expressway Company Limited(600377) “) increased the registered capital to Jiangsu Longtan Bridge Co., Ltd. (hereinafter referred to as “Longtan Bridge Company”), a holding subsidiary of the company, and invested in the construction of the Shanghai Shaanxi Expressway to the north embankment of the Yangtze River section of Yizheng Lukou Airport Expressway (hereinafter referred to as “Longtan bridge north connection project”).
Investment amount: the total investment of Longtan bridge north connection project shall not exceed RMB 69845872 million.
Special risk tip: there may be risks in the change of national toll road policy and operation, and the company will do a good job in controlling relevant risks according to the progress of the project. 1、 Overview of foreign investment
In order to further expand the scale of the company’s main business assets of toll roads and bridges, give full play to the benefits of Longtan Yangtze River Bridge under construction and promote the steady growth of the company’s main income in the future, the company deliberated and adopted the proposal on capital increase to the holding subsidiary and investment and construction of expressway projects by the holding subsidiary at the 8th meeting of the 10th board of directors (hereinafter referred to as “the board of directors”) on March 25, 2022. Longtan Bridge Company, the holding subsidiary of the company, plans to invest no more than RMB 69845872 million to build the North connection project of Longtan bridge. The company will increase the capital of Longtan bridge company with its own funds or other funds meeting the capital contribution requirements of RMB 2095376200. The shareholder of Longtan Bridge Company Yangzhou Transportation Industry Group Co., Ltd. (hereinafter referred to as “Yangzhou transportation”) will increase the capital of Longtan bridge company with RMB 1396917400, and the remaining RMB 3492293600 will be financed by Longtan Bridge Company. After this capital increase, the shareholding ratio of the company to Longtan Bridge Company will increase from 53.6% to 57.33%, which will not affect the scope of the company’s consolidated statements.
According to the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions, this investment has been considered and approved at the 8th meeting of the 10th board of directors within the scope of authorized decision-making of the board of directors, without the approval of the general meeting of shareholders.
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the measures for the administration of major asset restructuring of listed companies, this foreign investment does not constitute a major asset restructuring and does not belong to related party transactions. 2、 Basic information of investors
1. Basic information
Company name: Jiangsu Longtan Bridge Co., Ltd
Nature of enterprise: limited liability company
Registered address: No. 6 Xianlin Avenue, Qixia District, Nanjing
Legal representative: Wang Feng
Registered capital: 250157 million yuan
Main business: expressway operation and management.
2. Financial situation
On December 31, 2021, Longtan Bridge Company had total assets of 226953900 yuan and net assets of 2166029100 yuan; In 2021, the operating income was RMB 668140900 (all construction income), the total profit was RMB 393300, and the net profit was RMB 323600.
The 2121 annual financial statements of Longtan Bridge Company have been audited by KPMG (special general partnership), which is an audit institution that meets the requirements of the securities law.
3. Capital increase plan
Longtan bridge company increased its registered capital by 34922936 million yuan this time; Including the company
The company contributed 2095376200 yuan and Yangzhou transportation 1396917400 yuan. Nanjing highway development (Group) Co., Ltd. (hereinafter referred to as “Nanjing highway”) will not participate in this capital increase. After the capital increase, the registered capital of Longtan bridge company increased to 59938636 million yuan. The changes of investment amount and equity ratio of all parties are as follows:
Unit: 10000 yuan
Before and after capital increase
Financing party
Proportion of registered capital equity proportion of registered capital, including: increase the proportion of investment equity
Ninghu company 13408400 53.60% 3436216220953762 57.33%
Nanjing highway 7955000 31.80% 7955000 0.0 13.27%
Yangzhou transportation 3652300 14.60% 1762147413969174 29.40%
Total 25015700 100.00% 5993863634922936 100.00%
3、 Basic information of investment object
The North connection project of Longtan bridge is an important part of Yilu expressway. It is a key project to connect the existing Longtan bridge under construction to the expressway network, and plays a vital connecting role in the road network. The project starts from the north side of Tongshan junction at the intersection with Shanghai Shaanxi Expressway, passes southward from the southeast side of zaolinwan Expo Park, continuously crosses Xupu River, Ningqi railway and national highway 328, crosses Yangzhou Chemical Industry Park by tunnel, crosses provincial highway 356, crosses Longshan Forest Park, ends at the north embankment of the Yangtze River and connects to Longtan Yangtze River Bridge under construction. The total length of the project is about 12.37 kilometers, including 1.78 kilometers of Qingshan tunnel. The whole line of the project is constructed according to the two-way six lane standard, and it is planned to start construction in 2022
The construction period of the project is about 3 years. It will be opened to traffic simultaneously with Longtan Yangtze River Bridge by the end of 2024. At present, the feasibility study report and preliminary design of the project have been approved by Jiangsu development and Reform Commission. The estimated total investment of Longtan North connection project approved by the engineering feasibility study report is about 69845872 million yuan, and the total capital is 34922936 million yuan, accounting for 50% of the total investment of the project. The part other than the capital is raised by Longtan Bridge Company through Bank Of China Limited(601988) loans and other channels. 3、 Main contents of foreign investment contract
1. Agreement subject
Party A: Jiangsu Expressway Company Limited(600377)
Party B: Nanjing highway development (Group) Co., Ltd
Party C: Yangzhou Transportation Industry Group Co., Ltd
Party D: Jiangsu Longtan Bridge Co., Ltd
2. Capital increase plan
In view of the reply of the provincial development and Reform Commission on the preliminary design of the Shanghai Shaanxi Expressway to the north embankment section of the Yangtze River of Yizheng Lukou Airport Expressway (sfgjf [2022] No. 106), the estimated total investment of the Shanghai Shaanxi Expressway to the north embankment section of the Yangtze River of Yilu Expressway (i.e. the North connection project of Longtan bridge) is 69845872 million yuan, and the project capital is 34922936 million yuan, accounting for 50% of the total investment.
At present, the project is planned to be invested and constructed by jianglongtan Bridge Co., Ltd., which needs to increase the capital by 34922936 million yuan. The shareholders of Party A, Party B and Party C agree to increase the capital by 60% of the new capital contribution of Ninghu company and 40% of Yangzhou transportation. The total registered capital of the company is adjusted from 250157 million yuan to 59938636 million yuan.
3. Contribution distribution
The total amount and proportion of capital contribution after the increase of capital contribution by all shareholders are as follows:
Party A increased its capital by 2095376200 yuan, with a total capital contribution of 3436216200 yuan, accounting for 57.33%; Party B increased its capital by 0 million yuan, with a total capital contribution of 795.5 million yuan, accounting for 13.27%;
Party C increased its capital by 1396917400 yuan, with a total capital contribution of 1762147400 yuan, accounting for 29.40%.
4. Schedule
The specific time and amount of capital contribution are gradually in place according to the capital needs of each stage of the project. The specific arrangements are as follows:
Unit: 10000 yuan
The total proportion of Party A, Party B and Party C in the capital contribution to be increased
June 30, 20224500030 Sealand Securities Co.Ltd(000750) 0021.48%
December 31, 20224500030 Sealand Securities Co.Ltd(000750) 0021.48%
June 30, 20234500030 Sealand Securities Co.Ltd(000750) 0021.48%
December 31, 20233 China Vanke Co.Ltd(000002) 0000 5 Shahe Industrial Co.Ltd(000014) .32%
June 30, 20244453762 029691747422936 21.26%
Total increase 20953762 0139691743492293 100%
Total capital contribution 3436216279550176214745993863
Proportion 57.33% 13.27% 29.40% 100%
5. Dispute resolution
In case of any dispute during the performance of this agreement, all parties shall negotiate friendly. If the negotiation fails, it shall be under the jurisdiction of the people’s Court of the place where Jiangsu Longtan Bridge Co., Ltd. is located.
4、 The impact of foreign investment on Listed Companies
The investment of the project is in line with the strategic development direction of the company. The completion of the North connection of Longtan bridge can play a synergistic effect with Longtan bridge, and the company has direct or indirect shareholding in river crossing cities in the province, so its share in the regional highway network will be further improved; At the same time, the investment in this project will not cause significant pressure on the company’s financial situation and change the scope of the company’s consolidated statements. The investment and construction of this project can further improve the profitability of existing assets.
The board of Directors believes that the investment and completion of the Longtan North connection project will connect the Longtan bridge to the expressway network, and connect the Longtan bridge with the existing Shanghai Nanjing Expressway. After completion, it will further promote the Shanghai Nanjing Expressway
Traffic growth.
5、 Risk analysis of foreign investment
1. Policy risk
Due to the long operation period of the project, the toll road policy may change during the operation period, and the operation of the project (charging period and charging standard) in the future is uncertain.
Countermeasures: the company will strengthen policy research, track policy changes and actively respond. At present, it is judged that the toll road policy is relatively stable.
2. Operational risk
The traffic volume and toll income of the project are greatly affected by regional economic development, comprehensive traffic development and road network changes, which may reduce the accuracy of prediction and the actual income can not meet the expectation.
Countermeasures: the company will continue to pay attention to the changes of relevant factors after the project construction, and actively take measures to deal with the impact of changes in relevant factors; Standardize the operation management after the project is opened to traffic, ensure good and smooth road conditions, provide better Expressway services and attract traffic flow; As an important position in the road network of economically developed areas in southern Jiangsu, the growth potential of traffic volume and toll revenue is large, and the operation risk is relatively small.
It is hereby announced.
Jiangsu Expressway Company Limited(600377) board of directors March 28, 2002
