Securities code: Tus Environmental Science And Technology Development Co.Ltd(000826) securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022031 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 on January 24, 2022 in the “major risk tips” 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 plan (Second Revision) (hereinafter referred to as “the transaction plan”), The possible risk factors of this transaction and the approval procedures to be performed have been disclosed in detail. Please pay attention to the investment risks.
2. Recently, the company received the notice of filing an investigation from the China Securities Regulatory Commission to file an investigation on the company’s suspected violation of information disclosure (see the announcement on the company’s receipt of the notice of filing a case from the China Securities Regulatory Commission, Announcement No. [2022026], disclosed by the company on March 1, 2022).
1、 Basic information of this transaction
The company held the 11th meeting of the 10th board of directors on January 21, 2022, deliberated and approved the proposal related to this transaction, such as 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, which was 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) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “) intends 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 such shareholders, and raises supporting funds through non-public issuance of shares to no more than 35 specific investors. Upon completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate the listing and cancel its legal personality, and 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, upon the application of the company, the trading of the company’s shares ( Tus Environmental Science And Technology Development Co.Ltd(000826) , stock code: Tus Environmental Science And Technology Development Co.Ltd(000826) ) will be suspended from 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.: 2021006) and announcement on suspension progress of planning for major asset restructuring (Announcement No.: 2021008) disclosed on January 16, 2021.
(II) the company held the 42nd meeting of the 9th board of directors on January 22, 2021, deliberated and adopted the proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) in line with 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) plan Proposals related to this transaction, such as the proposal on City Development Environment Co.Ltd(000885) stock exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds plan and its summary. For details, see 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.: 2021015). After applying to Shenzhen Stock Exchange, the trading of the company’s shares resumed from the opening of the market on January 25, 2021.
(III) the company disclosed the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021032) on February 22, 2021 and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021045) on March 24, 2021, The announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021071) was disclosed on April 23, 2021, and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021093) was disclosed on May 24, 2021, On June 23, 2021, the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021104) was disclosed.
(IV) the company held the sixth meeting of the 10th board of directors on July 22, 2021, 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 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 Version) and its summary and other proposals related to this transaction were deliberated and adopted, 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.
(V) the company disclosed the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021118) on July 23, 2021 and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021126) on August 21, 2021, On September 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021135) was disclosed, and on October 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021143) was disclosed, On November 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021156) was disclosed, and on December 23, 2021, the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021164) was disclosed.
(VI) the company held the 11th meeting of the 10th board of directors on January 21, 2022, deliberated and approved the proposal related to this transaction, such as 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 plan (Second Revision) and its summary. For details, see the company’s announcement on cninfo.com 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.: 2022011).
(VII) on January 24, 2022 and February 22, 2022, the company disclosed the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2022011) and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2022023).
3、 Follow up work arrangement of this transaction
Based on the background and purpose of this transaction, through reporting and communication with shareholders of both parties and discussion and research between both parties, we will continue to promote the work related to this transaction while actively cooperating with the investigation and internal rectification of regulatory authorities. After the completion of the investigation, both parties will, according to the investigation results and rectification, and in accordance with relevant laws and regulations, choose the opportunity to perform relevant procedures, further study the merger matters, and timely perform relevant information disclosure obligations.
4、 Necessary risk tips
The company’s filing and investigation by the CSRC will have a great impact on the process of this transaction. There are uncertainties in whether the subsequent parties adjust the transaction scheme or terminate this transaction, whether this transaction can obtain relevant approval and the time to complete the approval. In particular, investors are reminded to pay attention to the subsequent announcement and pay attention to investment risks.
It is hereby announced.
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors March 3, 2002
