证券代码：600039 证券简称：四川路桥 公告编号：2025-019 四川路桥建设集团股份有限公司 关于股权激励限制性股票回购注销实施公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ●回购注销原因：经四川路桥建设集团股份有限公司（以下简称公司或四川 路桥）第八届董事会第五十次会议审议，鉴于公司《2019 年限制性股票激励计 划（草案）》（以下简称《2019 年激励计划》）中预留授予的 1 名激励对象因 故出现《2019 年激励计划》规定的应当回购其部分限制性股票的情形，以及《2021 年限制性股票激励计划（草案）》（以下简称《2021 年激励计划》）首次授予 的 1 名激励对象、预留授予的 33 名激励对象因故出现了《2021 年激励计划》规 定的应当全部回购限制性股票的情形，公司将对前述共 35 名激励对象已获授但 尚未解锁的合计 2,224,320 股限制性股票进行回购注销（以下简称本次回购注 销）。 ●本次注销股份的有关情况 | 回购股份数量（股） | 注销股份数量（股） | 注销日期 | | | ...

四川省成都市东御街 18 号百扬大厦 1 栋 11 楼邮编：610000 11th floor, building 1, Baiyang building, No. 18, Dongyu street, Chengdu, Sichuan 电话/TEL:（028）87747485 传真/FAX：（028）86512848 网址/WEBSITE：www.kangdacdlawyers.com/ 北京康达（成都）律师事务所 关 于 四川路桥建设集团股份有限公司 法律意见书 康达（成都）法意字[2025]第 0083 号 二〇二五年三月 1 北京 BEIJING 上海 SHANGHAI 广州 GUANGZHOU 深圳 SHENZHEN 海口 HAIKOU 西安 XI'AN 天津 TIANJIN 杭州 HANGZHOU 南京 NANJING 沈阳 SHENYANG 成都 CHENGDU 菏泽 HEZE 苏州 SUZHOU 武汉 WUHAN 香港 HONGKONG 呼和浩特 HUHEHAOTE 厦门 XIAMEN 长沙 CHANGSHA 重庆 CHONGQING 郑州 ZHENGZHOU 合肥 HEFEI 宁波 NING ...

Investment Rating - The report maintains a "Buy" rating for the company [4][7]. Core Views - Sichuan Road and Bridge's stock price has increased by a maximum of 478% from its lowest point in February 2020 to its highest point in April 2023, showcasing its exemplary value management and asset appreciation as a local state-owned enterprise [1][13]. - The main drivers of the company's stock price are continuous share purchases by the controlling shareholder, the integrated investment and construction model driving performance growth, and high dividends enhancing investment attractiveness [1][2][3]. Summary by Sections Shareholder Support - The controlling shareholder, Shudao Group, has increased its stake in Sichuan Road and Bridge from 43% in early 2020 to 79.5% by the third quarter of 2024 through secondary market purchases and private placements [1][22]. - Shudao Group is a leading player in transportation infrastructure investment in Western China, with total assets of CNY 1.34 trillion and significant contributions to Sichuan Road and Bridge's revenue and profit [17][19]. Performance Drivers - The integrated investment and construction model allows Sichuan Road and Bridge to undertake large projects with minimal capital expenditure and higher profit margins, as evidenced by a gross margin of 20.3% for domestic projects in 2023 [2][28]. - The company has seen its order volume, revenue, and net profit increase significantly, with 2022 figures being 2.6 times those of 2019 [2][28]. Dividend Policy - Sichuan Road and Bridge has maintained a high cash dividend payout ratio, with rates increasing from 15.2% in 2019 to 50% in 2023, and plans to maintain a minimum of 60% from 2024 to 2027 [3][48]. - The company's dividend yield is projected to be 5.8% in 2024, 7.4% in 2025, and 7.8% in 2026, making it an attractive investment option [4][48]. Future Growth Potential - The company is expected to benefit from the new model of "highway plus resource development," which aims to enhance project profitability by integrating highway projects with resource exploitation [4][51]. - Sichuan's highway network is projected to double by 2035, providing ample opportunities for Sichuan Road and Bridge to secure high-quality orders from Shudao Group [2][40].

Investment Rating - The report maintains a "Buy" rating for the company [4][7]. Core Insights - Sichuan Road and Bridge's stock price has increased by 478% from its lowest point in February 2020 to its highest point in April 2023, showcasing effective market value management and asset appreciation [1][13]. - The company's price drivers include continuous shareholding increases by the controlling shareholder, Shudao Group, which has raised its stake from 43% in Q1 2020 to 79.5% by Q3 2024 [1][22]. - The integration of investment and construction by Shudao Group has significantly boosted Sichuan Road and Bridge's performance, allowing it to secure high-margin projects without market bidding [2][28]. - High dividend payouts and attractive yield rates enhance the investment appeal of Sichuan Road and Bridge, with a projected minimum cash dividend rate of 60% from 2024 to 2027 [3][48]. Summary by Sections Market Review - The stock price of Sichuan Road and Bridge has surged due to the controlling shareholder's support, the effective investment-construction model, and high dividend yields [13]. Shareholder Support - Shudao Group, a leading player in western transportation infrastructure, has significantly increased its shareholding in Sichuan Road and Bridge, making it the core asset of the group [17][19]. Performance Drivers - The investment-construction model allows Sichuan Road and Bridge to undertake large projects with reduced capital expenditure and higher profit margins, leading to substantial growth in orders, revenue, and net profit [2][28]. - The company’s net profit margin in 2023 was 7.9%, significantly higher than that of other state-owned enterprises in the infrastructure sector [2][28]. Dividend Strategy - Sichuan Road and Bridge has established a robust dividend policy, with a cash dividend rate that has increased from 15.2% in 2019 to 50% in 2023, and is expected to maintain a minimum of 60% from 2024 to 2027 [3][48]. Future Growth Potential - The company is expected to benefit from the new model of integrating highway construction with resource development, as well as new highway maintenance businesses, which will provide additional growth opportunities [4][51].

Summary of Sichuan Road and Bridge Group Conference Call Company Overview - Sichuan Road and Bridge is the first provincial state-owned enterprise from Sichuan to enter the Fortune Global 500, with Shudao Group holding approximately 79% of shares. The company focuses on engineering construction and holds five special qualifications for highway engineering contracting and first-class design qualifications in the highway industry. The market presence spans over 30 provinces and regions in China and more than 20 countries and regions overseas. Future plans include expanding into overseas markets and maintenance services [2][3] Financial Performance - For the first three quarters of 2024, Sichuan Road and Bridge achieved operating revenue of 71.9 billion yuan, net profit attributable to shareholders of 4.8 billion yuan, and earnings per share of 0.55 yuan. The company secured 524 new projects with a total contract value of approximately 138.3 billion yuan. In the second half of the year, the company won multiple investment projects with a total investment amount nearing 230 billion yuan [2][7] Dividend Policy - The company recently increased its cash dividend payout ratio from 50% to 60%, reflecting a commitment to improving internal fund collection and accounts receivable management [2][8] Order Structure and Market Potential - Orders are primarily derived from internal and external projects, with internal projects accounting for approximately 55%-60% and external projects for about 40%-45%. There is significant growth potential in Sichuan's infrastructure projects, with a highway network plan of 20,000 kilometers, of which over 7,000 kilometers are yet to be constructed [2][12][13] Strategic Focus - The company will continue to deepen its focus on key transportation infrastructure projects in Sichuan while considering Public-Private Partnership (PPP) projects, with Shudao Group participating as an investor [4][13] International Expansion - The international development strategy involves maintaining trust and support with partners, leveraging strong capabilities to enter new regions, including Oceania and South America, while continuing to deepen engagement in the Middle East. The goal is to double the current international contribution within three years [4][16] Technological and Competitive Advantages - Sichuan Road and Bridge possesses core competitive advantages in highway pavement construction, deep-water bridges, high-altitude canyon bridges, and complex geological tunnels. The company has participated in the construction of over a hundred Yangtze River bridges and hundreds of kilometers of roads, consistently receiving prestigious awards [5] Internal Management and Financial Health - The group has emphasized improving internal fund collection and accounts receivable management, with internal receivables accounting for about 80%. External receivables show signs of improvement, although some PPP projects have slow payment processes [9][10] Future Outlook - The construction investment pace in Sichuan is expected to remain high, with annual investments exceeding 200 billion yuan. The target for 2025 is 280 billion yuan in transportation infrastructure, with highway engineering accounting for about 140 billion yuan [17][18] Maintenance Business Development - The establishment of a maintenance group aims to unify standards and improve maintenance quality across nearly 10,000 kilometers of operational highways. The group plans to expand its market share in highway maintenance, currently at over 70% in Sichuan, and extend services to provincial and local roads [19][21][22] Conclusion - Sichuan Road and Bridge is positioned for robust growth with strong support from Shudao Group, a focus on expanding both domestic and international markets, and a commitment to improving operational efficiency and financial health. The company is seen as a strong investment opportunity with a focus on sustainable development and profitability [29][30]

Investment Rating - The report gives a "Buy" rating for the company, with a target price of 8.55 RMB based on a 9.4x valuation for 2025 [4]. Core Viewpoints - The company is well-positioned in the context of the Western Development Strategy, with strong infrastructure demand in Sichuan outperforming other traditional regions [4]. - The high shareholding and dividend payout from the controlling shareholder, Shudao Group, continue to empower the company, with a projected dividend yield of approximately 6.44% for 2024 [2][4]. - The company has shown signs of operational recovery and is expanding its international footprint, particularly in regions along the Belt and Road Initiative [3][4]. Summary by Sections 1. Sichuan's Infrastructure Development - Sichuan is a key area for the implementation of national strategies such as the Western Development and the Yangtze River Economic Belt, with stable growth in transportation investment since the 14th Five-Year Plan [1]. - The total length of highways in Sichuan has surpassed 10,000 kilometers, with plans to reach approximately 20,000 kilometers by 2035, indicating significant growth potential [1][22]. 2. Empowerment from Controlling Shareholder - Since 2020, Shudao Group has increased its shareholding from 41.89% to 79.56% by October 2024, enhancing its influence over the company [2][23]. - The company has a high dividend payout ratio, with a commitment to distribute no less than 50% of its net profit as dividends from 2022 to 2024 [2][34]. - In 2023, Sichuan Road and Bridge accounted for 43.2% of Shudao Group's revenue and 75.6% of its profit, highlighting its importance to the group [2][39]. 3. Operational Recovery and International Expansion - The company has experienced significant stock price appreciation since the controlling shareholder's increased stake, with a cumulative increase of 265% from January 2020 to January 2025 [3][43]. - The company is actively pursuing international projects, including a major contract in Tunisia, which is the largest project awarded to China in Africa in 2023 [3][4]. 4. Profit Forecast and Valuation - The forecasted net profits for the company from 2024 to 2026 are 7.51 billion, 7.92 billion, and 8.32 billion RMB, respectively, with a dynamic PE ratio of 8x for these years [4][7]. - The report emphasizes the company's strong growth potential and operational recovery, expecting a return to profit growth [4].

Investment Rating - The report gives a "Buy" rating for the company, with a target price of 8.55 RMB based on a 9.4x valuation for 2025 [4]. Core Viewpoints - The company is well-positioned in the context of the Western Development Strategy, with strong infrastructure demand in Sichuan, which is outperforming other traditional regions [4]. - The high shareholding and dividend payout from the controlling shareholder, Shudao Group, continue to empower the company, with a projected dividend yield of approximately 6.44% for 2024 [2][4]. - The company has shown signs of operational recovery and is expanding its international footprint, particularly in regions along the Belt and Road Initiative [3][4]. Summary by Sections Section 1: Sichuan's Infrastructure Development - Sichuan's transportation investment has maintained stable growth, outpacing national levels, with plans to expand the total highway network to approximately 20,000 kilometers by 2035 [1][22]. - As of 2024, the total length of highways in Sichuan has surpassed 10,000 kilometers, indicating significant growth potential in the coming years [1][22]. Section 2: Empowerment from Controlling Shareholder - Since 2020, Shudao Group has increased its shareholding from 41.89% to 79.56% by various means, enhancing its influence over the company [2][23]. - The company has a high dividend payout ratio, with a commitment to distribute no less than 50% of its net profit as dividends from 2022 to 2024 [2][34]. - In 2023, Sichuan Road and Bridge accounted for 43.2% of Shudao Group's revenue, significantly contributing to the group's profitability [2][39]. Section 3: Operational Recovery and International Expansion - The company has experienced significant stock price appreciation since the controlling shareholder's increased stake, with a cumulative increase of 265% from January 2020 to January 2025 [3][43]. - The company is actively pursuing international projects, including a major contract in Tunisia, marking its expansion into overseas markets [3][4]. Section 4: Profit Forecast and Valuation - The forecasted net profits for the company from 2024 to 2026 are 7.51 billion, 7.92 billion, and 8.32 billion RMB, respectively, with a dynamic PE ratio of 8x for these years [4][7]. - The report emphasizes the company's strong growth potential driven by infrastructure demand in Sichuan and the ongoing support from its controlling shareholder [4].

Investment Rating - The report maintains a "Buy" rating for Sichuan Road and Bridge (600039 CH) with a target price of RMB 11.35 [7][8]. Core Views - The company has announced a shareholder return plan for 2025-2027, increasing the cash dividend payout ratio from 50% to at least 60% of net profit attributable to shareholders, indicating strong investment value [1][4]. - Sichuan Province's strategic importance supports ongoing investment in infrastructure, which is expected to benefit the company's fundamentals and profit stability [1][2]. - The positive cycle between the controlling shareholder, Shudao Group, and Sichuan Road and Bridge enhances the company's development and cash flow [3][4]. Summary by Sections Shareholder Return Plan - The company plans to distribute cash dividends of no less than 60% of net profit from 2025 to 2027, up from the previous 50% [1]. - Estimated dividend yields for 2025 and 2026 are projected at 7.28% and 7.66%, respectively, based on a closing price of RMB 7.20 on February 24 [1]. Infrastructure Investment in Sichuan - The Sichuan Provincial Highway Network Layout Plan (2022-2035) aims for a total of 20,000 kilometers of highways, with 10,310 kilometers already operational by the end of 2024 [2]. - The province plans to maintain an average annual construction intensity of 969 kilometers over the next decade, with a target investment of RMB 2,600 billion in 2025 [2]. Synergy with Shudao Group - Shudao Group holds 79.22% of Sichuan Road and Bridge's shares, creating a beneficial cycle where project investments secure orders for the company, ensuring market share and cash flow [3]. - The increased dividend payout ratio is expected to further enhance this synergy, supporting the company's growth [3]. Profit Forecast and Valuation - The net profit forecasts for 2024-2026 are adjusted to RMB 7.994 billion, RMB 7.609 billion, and RMB 8.008 billion, respectively [4]. - The target price is adjusted to RMB 11.35, based on a 13x PE ratio for 2025, reflecting a higher dividend yield compared to peers [4].

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company has increased its dividend payout ratio to no less than 60% of the net profit attributable to shareholders, enhancing its attractiveness through high dividend yields [6][4] - The infrastructure investment in Sichuan province is expected to continue growing, with plans to exceed 280 billion yuan in transportation construction investment in 2025, which will benefit the company [6] - The company is projected to achieve steady growth in performance, supported by a favorable infrastructure environment and strong backing from its major shareholder, Shudao Group [6] Financial Summary - The company's total market capitalization is approximately 60,985.85 million yuan, with a circulating market value of 46,925.48 million yuan [2] - The company's revenue is forecasted to decline from 135,151 million yuan in 2022 to 104,590 million yuan in 2024, before recovering to 122,705 million yuan by 2026 [5] - The net profit attributable to shareholders is expected to decrease from 11,213 million yuan in 2022 to 8,018 million yuan in 2024, with a projected increase to 9,538 million yuan by 2026 [5] - The company's earnings per share (EPS) is forecasted to be 1.29 yuan in 2022, declining to 0.92 yuan in 2024, and recovering to 1.09 yuan by 2026 [5] - The company maintains a high return on equity (ROE) of 26.83% in 2022, projected to decrease to 16.32% in 2024, and stabilize around 16.39% by 2026 [5] Dividend Policy - The company has committed to a dividend payout ratio of at least 60% of net profit for the years 2025 to 2027, an increase from the previous commitment of 50% [6] - The projected dividend yields for 2024, 2025, and 2026 are expected to be 6.6%, 8.5%, and 9.4% respectively, highlighting the company's strong dividend characteristics [6]

Investment Rating - The investment rating for the company is "Buy" and is maintained [12]. Core Views - The company has announced a shareholder return plan for the next three years (2025-2027), prioritizing cash dividends while also allowing for stock dividends or a combination of both [2][6]. - The company aims to establish a clear and stable profit distribution mechanism, ensuring that cash dividends are distributed at least 60% of the net profit attributable to shareholders after covering losses and legal reserves [12]. - The company has consistently maintained a leading dividend payout ratio among local state-owned enterprises, with the planned increase to 60% expected to boost investor confidence [12]. - The demand for infrastructure in Sichuan province is strong, with the company participating in several highway projects, which is anticipated to support steady revenue growth [12]. - The major shareholder, Shudao Group, continues to provide substantial support, which is expected to improve the company's cash flow and fund the high dividend plan [12]. Summary by Sections Shareholder Return Plan - The company has outlined a shareholder return plan for 2025-2027, focusing on cash dividends as the primary method of profit distribution [2][6]. - The plan allows for stock dividends if the company's earnings and stock price are deemed misaligned with its capital structure [8]. Financial Performance and Projections - The company projects revenues of 80.0 billion, 87.4 billion, and 96.1 billion for the years 2024-2026, with corresponding price-to-earnings ratios of 7.6, 7.0, and 6.3 [12]. - The expected dividend yield for 2025, based on a 60% payout ratio, is approximately 8.6% [12]. Market Position and Growth Potential - The company is well-positioned to benefit from the ongoing infrastructure projects in Sichuan, with significant investments planned in the region [12]. - The company has a strong order backlog as contracts are signed, which will support future revenue growth [12].