City Development Environment Co.Ltd(000885) board of directors
Description of confidentiality measures and systems adopted for this transaction
City Development Environment Co.Ltd(000885) (hereinafter referred to as “the company”) intends to convert and absorb 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 “the transaction”) and raise matching funds by non-public offering of shares to no more than 35 specific investors (hereinafter referred to as “the transaction”).
In order to avoid the adverse impact on this transaction due to excessive disclosure and disclosure of relevant information by participants, the company and relevant intermediaries have adopted strict confidentiality measures and systems for this transaction. The details are as follows:
1. During the preliminary negotiation with Tus Environmental Science And Technology Development Co.Ltd(000826) on this transaction, the company immediately took necessary and sufficient confidentiality measures, formulated a strict and effective confidentiality system, limited the scope of relevant sensitive information, minimized the scope of insiders and reduced the dissemination of insider information;
2. The company shall timely record the insiders and planning process in the stages of negotiation and planning, demonstration and consultation, prepare the insider registration form and the transaction process memorandum, which shall be signed and confirmed by relevant personnel;
3. In order to prevent the disclosure of trading information and abnormal fluctuation of share price, the trading of the company’s shares shall be suspended from January 11, 2021 upon application to Shenzhen Stock Exchange;
4. The company agreed on confidentiality clauses in the share exchange merger agreement between City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) signed with Tus Environmental Science And Technology Development Co.Ltd(000826) on January 22, 2021, the termination agreement of the original share exchange merger agreement signed on July 22, 2021 and the share exchange merger agreement between City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) ;
5. The company has signed a confidentiality agreement with the intermediary to clearly stipulate the scope and confidentiality responsibility of confidential information. Such intermediaries and handling personnel, relevant institutions and personnel involved in the formulation, demonstration, approval and other relevant links, as well as insider information insiders such as relevant institutions and personnel providing consulting services strictly abide by the obligation of confidentiality;
6. The company has repeatedly supervised and reminded the insiders of the inside information to fulfill their confidentiality obligations and responsibilities. Before the disclosure of the inside information according to law, they shall not disclose or disclose the information, nor use the inside information to buy or sell or suggest others to buy or sell the company’s shares;
7. The written documents in the course of this transaction shall be placed in a designated independent place to avoid non relevant personnel from reading such documents.
In conclusion, the board of Directors believes that the company has formulated a strict and effective confidentiality system in accordance with the provisions of relevant laws, regulations and normative documents, taken necessary and sufficient confidentiality measures, limited the scope of knowledge of relevant sensitive information, timely signed a confidentiality agreement with relevant parties, and strictly fulfilled the confidentiality obligation of this transaction before disclosure according to law.
It is hereby explained.
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City Development Environment Co.Ltd(000885) board of directors mm / DD / yyyy
