Securities code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 202254 Shandong Hi-Speed Road&Bridge Co.Ltd(000498) resolution announcement of the 36th meeting of the ninth board of directors 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、 Meetings of the board of directors
The 36th meeting of the board of directors (hereinafter referred to as “the company’s communication”) was held on August 23, 2028. The notice of the meeting shall be sent to all directors, supervisors and senior managers 3 days ago. 10 directors should attend the meeting and 10 actually attended. The meeting was held in accordance with the relevant provisions of laws and regulations and the articles of association.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds
In accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, the board of directors has carefully examined the qualifications and conditions for applying for public issuance of convertible corporate bonds, It is considered that all conditions of the company meet the relevant provisions of current laws and regulations and normative documents on the public issuance of convertible corporate bonds, and meet all conditions for the public issuance of convertible corporate bonds.
The independent directors of the company expressed independent opinions on the proposal.
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on Revising the company’s plan for public issuance of convertible corporate bonds was deliberated and adopted item by item
The company plans to publicly issue convertible bonds, and the company’s plan for publicly issuing convertible bonds has been deliberated at the 23rd Meeting of the ninth board of directors and submitted to the sixth extraordinary general meeting of shareholders in 2021 for deliberation and approval. In combination with the promotion of the company’s public offering of convertible corporate bonds and the actual situation of the company’s investment plan, after careful consideration, the board of directors revised some provisions of the convertible corporate bonds scheme according to the authorization of the general meeting of shareholders. The specific amendments are as follows:
1. Adjust the issuance scale
Before adjustment:
According to relevant laws and regulations and the current situation of the company, the total amount of convertible bonds issued this time shall not exceed RMB 300 million. The specific issuance scale shall be determined by the board of directors (or its authorized person) authorized by the general meeting of shareholders within the above limit.
After adjustment:
According to relevant laws and regulations and the current situation of the company, the total amount of convertible bonds issued this time shall not exceed RMB 500 million. The specific issuance scale shall be determined by the board of directors (or its authorized person) authorized by the general meeting of shareholders within the above limit.
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
2. Adjust the amount and purpose of raised funds
Before adjustment:
The total amount of funds raised in this issuance does not exceed RMB 300 million (including the issuance fee). After deducting the issuance fee, they will be invested in “National Highway 212 Cangxi backwater to Langzhong PPP project”, “Shicheng County Industrial Park Construction PPP project”, “Huidong County ring road, Chengnan New Area planning area road project, and old urban road reconstruction PPP project” “General contracting project for the construction of Minjiang riverside fast track (Pingshan Nannan section of provincial highway s215) in Xuzhou District of line s215 and 310”, “supplementary working capital” and “repayment of bank loans”, as follows:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of capital investment of proposed raised funds
1 National Highway 212 Cangxi backwater Langzhong PPP project 140 Shenzhen Zhenye(Group)Co.Ltd(000006) 0 Shenzhen Zhenye(Group)Co.Ltd(000006) 000000
2. PPP project of Shicheng Industrial Park 1026 Shenzhen Sdg Information Co.Ltd(000070) Shenzhen Quanxinhao Co.Ltd(000007) 000000
Huidong County ring road, Chengnan New Area Planning Area Road
Road 3 project and 795191850 Shenzhen Fountain Corporation(000005) 000000 PPP project of old urban road reconstruction project
S215 and 310 lines are connected quickly along the Minjiang River in Xuzhou district
Construction of Highway 4 (Pingshan Nanni section of provincial highway s215) 17633201300 Fawer Automotive Parts Limited Company(000030) 00000 EPC project
5. Supplementary working capital 60 Shenzhen Zhenye(Group)Co.Ltd(000006) 000000 0.00
6 repayment of bank loan 300 Fawer Automotive Parts Limited Company(000030) 00000 0.00
Total 58845119300 China Vanke Co.Ltd(000002) 1000000
If the actual raised funds (after deducting the issuance expenses) are less than the total amount of the proposed raised funds, the board of directors of the company will arrange the specific use of the raised funds according to the importance and urgency of the purpose of the raised funds, and the insufficient part will be solved by self financing. If the funds raised by the company are in place, they can be replaced with the funds raised by the company in accordance with the above laws and regulations. Within the scope of the final raised investment project (subject to the filing documents of relevant competent departments), the board of directors of the company may appropriately adjust the investment sequence and amount of raised funds of the above projects according to the actual needs of the project.
After adjustment:
The total amount of funds raised in this issuance shall not exceed RMB 500 million (including the issuance cost). After deducting the issuance cost, they will be invested in “National Highway 212 Cangxi backwater to Langzhong PPP project”, “Shicheng County Industrial Park Construction PPP project”, “Huidong County ring road, Chengnan New Area planning area road project, old urban road reconstruction PPP project”, “s242 Linshang line Liaocheng ring road reconstruction project” “Reconstruction project of Liaocheng ring road section of S246 linzou line”, “PPP project of infrastructure construction in Eastern Laiyang City”, “supplementary working capital” and “repayment of bank loans”, as follows:
Unit: 10000 yuan
No. project name proposed investment proposed total capital investment of raised funds investment amount
1 National Highway 212 Cangxi backwater Langzhong PPP project 140 Shenzhen Zhenye(Group)Co.Ltd(000006) 0 Shenzhen Zhenye(Group)Co.Ltd(000006) 000000
2. PPP project of Shicheng Industrial Park 1026 Shenzhen Sdg Information Co.Ltd(000070) Shenzhen Quanxinhao Co.Ltd(000007) 000000
Huidong County ring road, Chengnan New Area Planning Area Road
3. PPP project of old urban road reconstruction project 795191850 Shenzhen Fountain Corporation(000005) 000000
4 reconstruction project of Liaocheng ring section of s242 Linshang line 1755371770 Shenzhen Quanxinhao Co.Ltd(000007) 000000
5. Reconstruction project of Liaocheng ring road section of S246 linzou line 1442463150 Shenzhen Fountain Corporation(000005) 000000
6 PPP project for infrastructure construction in eastern urban area of Laiyang 648860050 Shenzhen Fountain Corporation(000005) 000000
7 supplementary working capital 100 Ping An Bank Co.Ltd(000001) 0000000 0.00
8 repayment of bank loan 50 Shenzhen Fountain Corporation(000005) 000000 0.00
Total 856788665000 China Tianying Inc(000035) 000000
If the actual raised funds (after deducting the issuance expenses) are less than the total amount of the proposed raised funds, the board of directors of the company will arrange the specific use of the raised funds according to the importance and urgency of the purpose of the raised funds, and the insufficient part will be solved by self financing.
If the funds raised by the company are in place, they can be replaced with the funds raised by the company in accordance with the above laws and regulations. Within the scope of the final raised investment project (subject to the filing documents of relevant competent departments), the board of directors of the company may appropriately adjust the investment sequence and amount of raised funds of the above projects according to the actual needs of the project.
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
Before adjustment:
The validity period of the company’s plan for this public offering of convertible bonds is 12 months, calculated from the date when the issuance plan is deliberated and approved by the general meeting of shareholders.
After adjustment:
The validity period of the company’s plan for this public offering of convertible bonds is 12 months, calculated from the date when the revised issuance plan is deliberated and approved by the general meeting of shareholders.
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
The independent directors of the company expressed independent opinions on the above proposal.
All sub proposals of this proposal need to be submitted to the general meeting of shareholders of the company, which can be implemented only after being deliberated and approved item by item by the general meeting of shareholders of the company and submitted to the CSRC for approval, and the final scheme approved by the CSRC shall prevail.
(III) deliberated and passed the proposal on the company’s plan for public issuance of convertible corporate bonds (Revised Draft)
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the measures for the administration of convertible corporate bonds, the board of directors of the company revised the plan for Shandong Hi-Speed Road&Bridge Co.Ltd(000498) public issuance of convertible corporate bonds (Revised Draft). For details, please refer to www.cn.info.com.cn on May 24, 2022 The plan for Shandong Hi-Speed Road&Bridge Co.Ltd(000498) public issuance of convertible corporate bonds (Revised Version) disclosed.
The independent directors of the company expressed independent opinions on the proposal.
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s public issuance of convertible corporate bonds
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, the board of directors of the company revised the feasibility analysis report on the use of funds raised by Shandong Hi-Speed Road&Bridge Co.Ltd(000498) public issuance of convertible corporate bonds (Revised Draft). For details, please refer to www.cn.info.com.cn on May 24, 2022 Disclosed the feasibility analysis report on the use of funds raised by Shandong Hi-Speed Road&Bridge Co.Ltd(000498) public issuance of convertible corporate bonds (Revised Version).
The independent directors of the company expressed independent opinions on the proposal.
Voting results: 10 in favor, 0 against and 0 abstention. The proposal was passed.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the company’s public issuance of convertible corporate bonds, diluted immediate return filling measures and relevant subject commitments (Revised Draft)
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC According to the relevant requirements of the documents, the company carefully analyzed the impact of the diluted immediate return of this public offering of convertible bonds on the company’s main financial indicators, put forward specific measures to fill the return, and the relevant subjects made a commitment to the practical implementation of the measures to be taken by the company to fill the return. For details, please refer to China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on May 24, 2022 Measures of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) on diluting the immediate return on public issuance of convertible corporate bonds disclosed
