Securities code: City Development Environment Co.Ltd(000885) securities abbreviation: City Development Environment Co.Ltd(000885) Announcement No.: 2022018
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 on January 22, 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, Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as " Tus Environmental Science And Technology Development Co.Ltd(000826) ") received the notice of filing an investigation from the CSRC, which decided to file an investigation on Tus Environmental Science And Technology Development Co.Ltd(000826) suspected violations of information disclosure. 1、 Basic information of this transaction
City Development Environment Co.Ltd(000885) held the 45th meeting of the 6th 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, which was 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 by issuing shares, that is, City Development Environment Co.Ltd(000885) will issue shares to all 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 raise supporting funds by 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, the trading of the company's shares (stock abbreviation: City Development Environment Co.Ltd(000885) , stock code: City Development Environment Co.Ltd(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.: 2021004) disclosed by the company on January 11, 2021 and the suspension progress announcement on planning major asset restructuring (Announcement No.: 2021006) 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 the plan of City Development Environment Co.Ltd(000885) share exchange and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and 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 and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and its summary and other proposals related to this transaction were reviewed and adopted. 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. The trading of the company's shares will resume from the opening of the market on January 25, 2021.
(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.: 2021014), the progress announcement after the disclosure of major asset restructuring plan (Announcement No.: 2021025), and Announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021039), announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021049) and announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021063).
(IV) the company held the 39th meeting of the sixth 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 the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds, and 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 parties were reviewed and adopted.Proposals related to this transaction, such as the transaction plan (Revised Version) and its summary. 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 major asset restructuring plan (Announcement No.: 2021079) 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.: 2021090), announcement on the approval of major asset restructuring plan by Henan Provincial Department of Finance and Henan provincial SASAC (Announcement No.: 2021091), announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021096) Announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021098), announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021109) and announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021115).
(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 Revised Draft) and its summary were reviewed and passed. On the same day, the company and the counterparty signed the supplementary agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange merger agreement.
(VII) on January 22, 2022 and February 22, 2022, the company disclosed the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2022010) and the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2022016).
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
Tus Environmental Science And Technology Development Co.Ltd(000826) subject to the filing and investigation by the CSRC, it will have a great impact on the process of this transaction. There is uncertainty about whether the subsequent parties will 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 follow-up announcement and pay attention to investment risks.
It is hereby announced.
City Development Environment Co.Ltd(000885) board of directors March 3, 2022
