Securities code: 000826 securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022-023 Tus Environmental Science And Technology Development Co.Ltd(000826)
Announcement on the progress after the disclosure of major asset restructuring plan
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete,
There are no false records, misleading statements or major omissions in the announcement.
Special tips:
1. Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as ” Tus Environmental Science And Technology Development Co.Ltd(000826) ” or “the company”) disclosed in detail the possible risk factors and approval procedures to be performed in this transaction in the plan for City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and related party transactions (Second Revision) (hereinafter referred to as “the transaction plan”) disclosed on January 24, 2022, Please pay attention to investment risks.
2. As of the date of this announcement, in addition to the major risks disclosed in the transaction plan, the company has not found any relevant matters that may lead to the cancellation, suspension or substantive change of the transaction plan by the board of directors or the counterparty of the company, and the transaction is in progress in an orderly manner.
1、 Basic information of this transaction
Tus Environmental Science And Technology Development Co.Ltd(000826) held the 11th meeting of the 10th board of directors on January 21, 2022, deliberated and approved the proposals related to this transaction, such as and its summary, which were posted on cninfo.com on January 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements were disclosed. In this transaction, City Development Environment Co.Ltd(000885) plans to issue shares to absorb and merge Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds, that is, City Development Environment Co.Ltd(000885) issues shares to all conversion shareholders of Tus Environmental Science And Technology Development Co.Ltd(000826) in exchange for Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by these shareholders, and raises supporting funds from non-public issuance of shares to no more than 35 specific investors. After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate its listing and cancel its legal personality, City Development Environment Co.Ltd(000885) will inherit and undertake all assets, liabilities, businesses, personnel, contracts and all other rights and obligations of Tus Environmental Science And Technology Development Co.Ltd(000826) . City Development Environment Co.Ltd(000885) the shares issued due to this merger will
Apply for listing and circulation on the main board of Shenzhen Stock Exchange (hereinafter referred to as “this transaction”). This transaction constitutes a connected transaction. This transaction constitutes a major asset reorganization of the company and does not constitute a reorganization and listing.
2、 Progress of this transaction
1. Due to the uncertainty of this transaction, in order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal fluctuation of the company’s share price, according to the relevant regulations of Shenzhen Stock Exchange, the trading of the company’s shares ( Tus Environmental Science And Technology Development Co.Ltd(000826) , stock code: 000826) has been suspended since the opening of the market on January 11, 2021. For details, see the company’s announcement on January 11, 2021 Announcement on suspension of trading in planning for major asset restructuring (Announcement No.: 2021-006) and announcement on suspension progress of planning for major asset restructuring (Announcement No.: 2021-008) disclosed on January 16, 2021.
2. On January 22, 2021, the company held the 42nd meeting of the ninth board of directors, deliberated and approved the proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) meeting the provisions of relevant laws and regulations, and the proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) Proposals related to this transaction, such as the proposal on and its summary. For details, please refer to the company’s announcement on cninfo.com on January 23, 2021（ http://www.cn.info.com.cn. ）Relevant announcements issued. At the same time, the company disclosed the announcement on general risk warning and stock resumption of reorganization plan (Announcement No.: 2021-015). After applying to Shenzhen Stock Exchange, the trading of the company’s shares resumed from the opening of the market on January 25, 2021.
3. The company disclosed the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-032) on February 22, 2021 and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-045) on March 24, 2021, The announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-071) was disclosed on April 23, 2021, and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-093) was disclosed on May 24, 2021, On June 23, 2021, the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-104) was disclosed.
4. On July 22, 2021, the company held the 6th meeting of the 10th board of directors, deliberated and approved the proposal on the adjusted City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and related party transactions, the proposal on and its summary and other proposals related to this transaction, For details, please refer to the company’s announcement on cninfo.com on July 23, 2021（ http://www.cn.info.com.cn. ）Relevant announcements issued. On the same day, the company signed the termination agreement of the original share exchange absorption and merger agreement with the counterparty, terminated the previous absorption and merger agreement, and re signed the share exchange absorption and merger agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with effective conditions. 5. The company disclosed the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-118) on July 23, 2021 and the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-126) on August 21, 2021, On September 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-135) was disclosed, and on October 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-143) was disclosed, On November 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-156) was disclosed, and on December 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-164) was disclosed.
6. The company held the 11th meeting of the 10th board of directors on January 21, 2022, deliberated and approved the proposal on the plan for share exchange, absorption and merger City Development Environment Co.Ltd(000885) and raising supporting funds and related party transactions (Second Revision) > and its summary and other proposals related to this transaction. For details, see the company’s website on January 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements issued.
The company also disclosed the announcement on disclosing the progress of major asset restructuring (Announcement No.: 2022-011).
3、 Follow up work arrangement of this transaction
Since the disclosure of this restructuring plan, the company and relevant parties have been actively promoting matters related to this transaction. However, due to the huge amount of assets of the company and the large number of companies involved in the merger, the workload of due diligence, audit and other related work involved in this transaction is large and difficult. The company will continue to actively promote various works of this transaction with relevant parties, including but not limited to: after the completion of due diligence, audit and Tus Environmental Science And Technology Development Co.Ltd(000826) regulatory measures rectification of this transaction, the company needs to convene the board of directors again to review the proposals related to this transaction, and submit them to the general meeting of shareholders for deliberation, the state-owned assets regulatory authority for approval After the concentration of business operators is reviewed and approved by the CSRC, the company will perform the relevant follow-up approval and information disclosure procedures in accordance with the provisions of relevant laws and regulations.
4、 Necessary risk tips
The company will continue to actively promote the work of this transaction with relevant parties, but there is uncertainty about whether to adjust the transaction plan or terminate this transaction, whether to obtain the above approval and the time to complete the approval. In particular, investors are reminded to pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors February 22, 2002
