Securities code: 000885 securities abbreviation: City Development Environment Co.Ltd(000885) Announcement No.: 2022-016 City Development Environment Co.Ltd(000885)
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 information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. City Development Environment Co.Ltd(000885) (hereinafter referred to as " City Development Environment Co.Ltd(000885) " or "the company") disclosed in detail the possible risk factors of this transaction and the approval procedures to be performed in the "major risk tips" of 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 22, 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 orderly progress.
1、 Basic information of this transaction
City Development Environment Co.Ltd(000885) held the 45th meeting of the sixth board of directors on January 21, 2022, deliberated and adopted the proposal on the plan for share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and related party transactions (Second Revision) > and its summary and other proposals related to this transaction, which were posted on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Relevant announcements were disclosed. In this transaction, the company 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
(I) in order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal fluctuations in the company's share price, according to the relevant regulations of Shenzhen Stock Exchange, the trading of the company's shares (stock abbreviation: City Development Environment Co.Ltd(000885) , stock code: 000885) will be suspended from the opening of the market on January 11, 2021, For details, please refer to the suspension announcement on planning major asset restructuring (Announcement No.: 2021-004) disclosed by the company on January 11, 2021 and the suspension progress announcement on planning major asset restructuring (Announcement No.: 2021-006) disclosed on January 18, 2021.
(II) the company held the 31st meeting of the 6th board of directors on January 22, 2021, The proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) , the proposal on City Development Environment Co.Ltd(000885) share issuance to raise supporting funds, the proposal on and its summary and other proposals related to this transaction were reviewed and approved. On the same day, the company and the counterparty signed the agreement on share exchange and merger of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with effective conditions.
(III) on February 22, 2021, March 24, 2021, April 23, 2021, May 24, 2021 and June 23, 2021, the company disclosed the progress announcement after the disclosure of major asset restructuring plan (Announcement No.: 2021-014), the progress announcement after the disclosure of major asset restructuring plan (Announcement No.: 2021-025), and Announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-039), announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-049) and announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-063).
(IV) the company held the 39th meeting of the sixth board of directors on July 22, 2021, The proposals related to this transaction, such as the proposal on the adjusted plan of 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 the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds, the proposal on the plan of 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 (Revised Draft) > and its summary, were reviewed and approved. 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 between Chengfa environment Co., Ltd. and tus Environmental Technology Development Co., Ltd. with effective conditions.
(V) the company disclosed the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-079) on July 23, 2021, August 21, 2021, August 27, 2021, September 23, 2021, October 23, 2021, November 23, 2021 and December 23, 2021 respectively Announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-090), announcement on the approval of major asset restructuring plan by Henan Provincial Department of Finance and Henan provincial SASAC (Announcement No.: 2021-091), announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-096) Announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-098), announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-109) and announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-115).
(VI) the company held the 45th meeting of the 6th board of directors on January 21, 2022, The proposal on the adjusted plan of 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 the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds, the proposal on the plan of 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) and its summary were reviewed and approved again.
On the same day, the company signed the supplementary agreement of the merger agreement between City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with the counterparty, and disclosed the announcement of City Development Environment Co.Ltd(000885) on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2022-010).
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 Tus Environmental Science And Technology Development Co.Ltd(000826) assets 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, Meanwhile, Tus Environmental Science And Technology Development Co.Ltd(000826) received the decision on ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to take corrective regulatory measures ([2022] No. 1) from Hubei regulatory bureau of China Securities Regulatory Commission on January 18, 2022, ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to conduct self-examination and make rectification. The due diligence, audit and other related work involved in this transaction has been greatly affected.
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.
City Development Environment Co.Ltd(000885) board of directors
February 22, 2022
