City Development Environment Co.Ltd(000885) independent director
About the 45th meeting of the 6th board of directors of the company
Independent opinions on relevant matters
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) The guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other laws and regulations As an independent director of City Development Environment Co.Ltd(000885) (hereinafter referred to as the “company”), we have carefully reviewed various proposals and relevant materials submitted to the board of directors for deliberation in accordance with relevant provisions such as departmental rules and normative documents (hereinafter referred to as “laws and regulations”) and City Development Environment Co.Ltd(000885) articles of Association (hereinafter referred to as “articles of association”), Based on the position of independent judgment and careful research, the company issued the following independent opinions: I. The company converted and absorbed Tus Environmental Science And Technology Development Co.Ltd(000826) by issuing RMB common shares (A 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 raised supporting funds by non-public offering shares to no more than 35 specific investors (hereinafter referred to as “this transaction”). 1. The plan of this transaction complies with the provisions of the company law, the securities law, the reorganization management measures, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies and other relevant laws and regulations.
2. The company complies with the conditions for the implementation of this transaction stipulated in relevant laws and regulations.
3. In view of the fact that Huang Xinmin, the general manager of the counterparty Tus Environmental Science And Technology Development Co.Ltd(000826) , has been the deputy general manager of the company in the past 12 months, Tus Environmental Science And Technology Development Co.Ltd(000826) constitutes a related party of the company and this transaction constitutes a related party transaction in accordance with the relevant provisions of the stock listing rules, the relevant proposals of this transaction have been approved by the independent directors in advance before being submitted to the board of directors for deliberation. Matters related to this transaction have been deliberated and adopted at the 45th meeting of the sixth board of directors of the company, and related directors are not involved in avoiding voting. The convening, convening and voting procedures of this board meeting comply with the provisions of laws, regulations and the articles of association.
4. 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) and the supplementary agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange absorption and merger agreement to be signed between the company and Tus Environmental Science And Technology Development Co.Ltd(000826) comply with the provisions of relevant laws and regulations.
5. The issue price and share exchange price of this transaction are reasonable and fair, and there is no situation damaging the interests of the company or shareholders.
6. In order to fully protect the interests of the company’s shareholders who disagree with this transaction, this transaction will give the company’s dissenting shareholders the right to request acquisition.
7. This transaction will be conducive to the long-term development of the company and enhance the ability of sustainable operation, which is in line with the realistic and long-term interests of all shareholders.
In conclusion, we believe that this transaction is conducive to the long-term development of the company, in line with the interests of the company and all shareholders, does not damage the interests of minority shareholders, and the relevant matters comply with the provisions of applicable laws and regulations and the articles of association. 2、 Proposal on appointing Ms. Liang Li as deputy general manager of the company
Ms. Liang Li meets the qualifications and conditions for serving as the deputy general manager of a listed company, has the professional ethics, work experience, knowledge and skills required for performing her duties, and is not prohibited from serving as the deputy general manager as stipulated in the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company’s articles of association. When the company’s board of directors deliberated the proposal, the deliberation procedures were legal and compliant, in line with the provisions of the articles of association and relevant laws and regulations, and the resolutions of the meeting were legal and effective.
In conclusion, we agree to appoint Ms. Liang Li as the deputy general manager of the company. Her term of office is the same as that of the sixth board of directors of the company, and she can be reappointed.
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(there is no text on this page, which is the signature page of City Development Environment Co.Ltd(000885) independent directors’ independent opinions on relevant matters considered at the 45th meeting of the sixth board of directors) signature of independent directors:
Li Weizhen, Xu Bulin, Cao Shengxin
specific date
