JT
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Maule | Ñuble
Santiago, July 20, 2022
CA SMÑ-N”1596-22
Gentlemen
Commission for the Financial Market – CMF
Present
REF.: Informs essential fact that indicates of Sociedad Concesionaria Ruta 5 Talca-
Chillán S.A, registered in the Register of Other Reporting Entities of the Commission of the
Financial Market, under number 627.
From our consideration:
In accordance with point (b)
of numeral 7 of article 147 of Law 18,046, of corporations and their
modifications, informed you that, in the Board of Directors of the company held
On July 20, 2022, the General Regularity Policy was approved for
Operations with Related Parties, which is attached to this letter.
Without further ado, greet you sincerely,
Rodrigo Urzúa
General Management
ID: 9586145-81 200
Concession Company
Signed on 20 July
chillan S.A
‘s 16:40 Hrs.
MS
DISTRIBUTION:
= Recipient
ANNEXES:
– General Regularity Policy for Operations with Related Parties
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This document has been signed electronically in accordance with Law N* 19.799
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Survías
Maule | Ñuble
General Policy for Related Party Operations
The Board of Directors of Sociedad Concesionaria Ruta 5 Talca-Chillán S.A. [ “SURVIAS
MAULE-ÑUBLE”), at its session on July 20, 2022, adopted the following
General Policy for Related Party Operations to which it refers
Article 44, first paragraph, of Law No. 18,046 on Corporations.
i, Fundamentals and Background.
i. The Sociedad Concesionaria Ruta 5 Talca-Chillán S.A. corresponds to a
Closed public limited company, subject to the rules of public limited companies
opened by express provision of Article 30 N*2 of Supreme Decree MOP No. 956 of 1997,
Regulation of the Law on Public Works Concessions, and has as its object
exclusive, in accordance with that Regulation, enforcement, reparation,
conservation and exploitation of the fiscal public works called “Concession”
Route 5 Section Talca – Chillán” (hereinafter “the Concession”), through the
concession system, as well as the provision and operation of services
that are agreed in the Concession Contract aimed at developing said
work, and other activities necessary for the proper execution of the
project.
ii. In accordance with the first paragraph of Article 44 of Law No. 18,046 on
Corporations (“LSA”), a closed corporation may only
enter into acts or contracts involving relevant amounts in which one or
more directors have an interest in themselves or as representatives of another person,
where such operations are known and approved in advance by the
Board of Directors and conform to conditions of equity similar to those that
They usually prevail in the market, unless the articles of association
authorise the performance of such operations without being subject to those operations
conditions.
iii. Article Seventeenth of the Company’s Bylaws establishes that
for the purposes of the provisions of Article 44 of Law 18,046, it is empowered
to the Board of Directors to issue management rules according to which the
General Manager and other directors of the Company, may agree
and enter into acts or contracts of relevant value in which one or more
directors have a participation by themselves or on behalf of others, without being
previously known and approved by the Board of Directors, provided that they conform
to conditions of equity similar to those that usually prevail in
the market, and are within the decision amount of the meeting of
Chief executives as stipulated in the regulations that
issue the Directory.
ii. Regularity Policy.
a. Records.
The Board of Directors records that in accordance with the LSA, the following
Related Party transactions may be executed without complying with the
Requirements and procedures indicated in the first paragraph of article 44 of
the LSA:
1.- Those operations that are not of relevant amount, according to the
Definition of Article 44.
2.- The operations that, being ordinary in consideration of the corporate turn, are
are covered by this Regularity Policy approved by the
Directory.
b. Politics.
Usual transactions with parties related to
“Sociedad Concesionaria Ruta 5 Talca-Chillán S.A.” those operations that
this is carried out currently within its social turn and that are necessary
for the normal development of its business, whether such operations are
make and pay for monthly, annual or other periods.
The transactions with related parties indicated in this Policy
of Habituality must always contribute to the social interest and adjust in
price, terms and conditions to those that prevail in the market
at the time of its approval.
For its part, it is recorded, by way of information and without the following
The list is exhaustive, that operations which
comply with the requirements indicated in this Policy and that are
Made with the following companies that are part of the group
CRC company and which integrates the Company: China Railway Construction
Corporation Limited; China Railway Construction Corporation (International)
Limited; China Railway Construction Corporation (International) Limited
Agency in Chile; CRCC International Investment Co., Ltd.; China Railway
Siyuan Survey and Design Group Co.,Ltd.; CRCC International Investment
Group Limited; and Aldesa Chile SpA.
Considering the above, the following operations that are ordinary in
consideration of the social turn of the Company make up its Policy of
Customary: (i) The conclusion of construction contracts in all its
Forms; (ii) The conclusion of contracts for repair,
Rehabilitation, conservation and maintenance of infrastructure, Works
civilians, buildings, facilities; (ii) The conclusion of contracts of
Provision, repair and/or maintenance of equipment and machinery
all kinds; (iv) The conclusion of contracts of sale, exchange or
leasing of immovable property or movable property; (VW) The acquisition,
Leasing and subleasing of offices, warehouses,
infrastructure, computer and telecommunications equipment,
Work facilities, warehousing, reimbursements of all kinds and, in general,
enclosures and equipment necessary for the development of the social turn; (vi) The
Procurement of building materials and other necessary supplies
for the fulfillment of the social turn; (vii) The performance of operations that
are intended to provide the Company with administration services
financial, managerial, and other similar services such as accounting services, of
financial reports, management control, legal advice and, in general, the
provision of back office services; (vii) The contracting of services of
real estate management; (ix) The contracting of services linked to
information technologies, including data processing by
Computational media and data management and conservation in data
center, networks and emails; as well as leasing,
subleasing and licensing of all kinds of software and hardware;
(x) The execution and payment of financial operations such as credits in
current account, merchant current account contracts, mutual, letters
credit, guarantee slips, insurance, provision of funds and payments; (xi) The
acceptance of all warranties; and (xi) All other necessary
for the development of social business and for the fulfillment of the
rules and obligations applicable to the Company.
Without prejudice to the foregoing, each of the operations that qualify
as usual in accordance with this Policy Regularity but
exceeding a total amount equivalent to 50,000 (fifty thousand)
Development Units, without considering the taxes that may be applicable,
require the prior and specific approval of the Board of Directors of the
Society.
iii. Advertising.
It is noted that this Regularity Policy will be informed to the
Commission for the Financial Market (CMF) as an Essential Fact and
It will be available to shareholders at the Company’s offices.
iv. Validity.
This Regularity Policy will take effect on this same date and will be
shall remain in force as long as the Board of Directors of the Company does not agree on its
modification. In such an event, the modifications will be put in
knowledge of the Commission for the Financial Market and will comply with
The publicity measures provided for in current regulations.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=d7a3b1d474914aef946e7d5a3837360fVFdwQmVVMXFRVE5OUkVrMFRWUk5lVTVCUFQwPQ==&secuencia=-1&t=1682376108
