City Development Environment Co.Ltd(000885)
Description on the purchase and sale of assets within 12 months before the transaction City Development Environment Co.Ltd(000885) (hereinafter referred to as “the company”) intends to absorb and merge Tus Environmental Science And Technology Development Co.Ltd(000826) by issuing A-share shares to all shareholders of Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as ” Tus Environmental Science And Technology Development Co.Ltd(000826) “), and raise supporting funds by non-public offering shares to no more than 35 specific investors (hereinafter referred to as “the transaction”).
According to the measures for the administration of major asset restructuring of listed companies (CSRC Order No. 166) issued by China Securities Regulatory Commission on March 20, 2020: “Where a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amounts shall be calculated respectively based on the accumulated amounts. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of these measures need not be included in the scope of accumulated calculation.” “If the underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets.”
The major purchases and sales of assets by the company in the 12 months before the transaction are as follows:
On June 2, 2021, the 37th meeting of the 6th board of directors of the company deliberated and approved the proposal on acquiring 100% equity and related party transactions of Zhengzhou tus Zero Carbon Technology Co., Ltd. held by Tus Environmental Science And Technology Development Co.Ltd(000826) . The company plans to acquire 100% equity of Zhengzhou tus held by Tus Environmental Science And Technology Development Co.Ltd(000826) , and the transaction price is based on the evaluation value of Zhengzhou tus as of May 14, 2021, It is proposed to be 1008.090 million yuan, and the final transaction price shall be subject to the evaluation results filed by the competent State-owned Assets Supervision and administration authority. Since Mr. Huang Xinmin, the current general manager of Tus Environmental Science And Technology Development Co.Ltd(000826) has served as an executive of the company within 12 months, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the above transactions constitute related party transactions, but do not involve the avoidance of related directors or related shareholders, the independent directors of the company recognized the above related party transactions in advance and expressed independent opinions. On June 18, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on acquiring 100% equity and related party transactions of Zhengzhou tus Zero Carbon Technology Co., Ltd. held by Tus Environmental Science And Technology Development Co.Ltd(000826) .
On June 2, 2021, the 37th meeting of the 6th board of directors of the company deliberated and approved the proposal on the acquisition of 95% equity and related party transactions of subsidiaries held by Wuhan tus Ecological Environmental Protection Technology Co., Ltd, Chengfa zero carbon private equity investment fund (Henan) partnership (limited partnership), a subsidiary of the company, plans to acquire relevant assets of Wuhan tus Ecological Environmental Protection Technology Co., Ltd (including 95% equity of Hubei Desheng Environmental Protection Technology Co., Ltd., 95% equity of Jinzhou sound environmental protection technology Co., Ltd., 95% equity of Zhangye Zhengqing Environmental Protection Technology Co., Ltd., 95% equity of Tongliao Mengdong solid waste disposal Co., Ltd. and 95% equity of Tongliao mengkang Environmental Protection Technology Co., Ltd.), the transfer price is based on the assessed value as of December 31, 2020, The total transaction price is 281478000 yuan. Since Mr. Huang Xinmin, the current general manager of Tus Environmental Science And Technology Development Co.Ltd(000826) has served as an executive of the company within 12 months, according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the above transactions constitute related party transactions, but do not involve the avoidance of related directors or related shareholders, the independent directors of the company recognized the above related party transactions in advance and expressed independent opinions. On June 18, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the acquisition of 95% equity and related party transactions of subsidiaries held by Wuhan tus Ecological Environmental Protection Technology Co., Ltd.
On July 9, 2021, the company held the 38th meeting of the 6th board of directors, deliberated and approved the proposal on acquiring 50% equity of Luohe Urban Development Investment Co., Ltd. held by Henan Urban Development Investment Co., Ltd. and related party transactions. The company plans to acquire 50% equity of Luohe urban development investment Co., Ltd. held by the related party Henan Urban Development Investment Co., Ltd, The transfer price refers to the filed evaluation results and negotiated by all parties to the transaction, totaling RMB 259.5 million. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the above transactions constitute related party transactions, the related directors have avoided voting, and the independent directors of the company have approved the above related party transactions in advance and expressed independent opinions. On July 27, 2021, City Development Environment Co.Ltd(000885) held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the acquisition of 50% equity and related party transactions of Luohe Urban Development Investment Co., Ltd. held by Henan Urban Development Investment Co., Ltd., and the related shareholders have avoided voting.. As of the signing date of this note, except for the above transactions, the company has not purchased or sold other major assets within 12 months before this transaction.
It is hereby explained.
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City Development Environment Co.Ltd(000885) mm / DD / yy
