City Development Environment Co.Ltd(000885) board of directors
Explanation on whether this transaction constitutes major asset reorganization, related party transaction and reorganization and listing
City Development Environment Co.Ltd(000885) (hereinafter referred to as “the company” or ” City Development Environment Co.Ltd(000885) “) intends to absorb and merge 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 raise supporting funds by non-public issuance of shares to no more than 35 specific investors (hereinafter referred to as “this transaction”).
1、 This transaction constitutes a major asset restructuring
Tus Environmental Science And Technology Development Co.Ltd(000826) in 2020, the total assets at the end of the audited consolidated financial accounting report accounted for more than 50% of the total assets at the end of the audited consolidated financial accounting report of the company in the same period; Tus Environmental Science And Technology Development Co.Ltd(000826) in 2020, the audited operating revenue accounted for more than 50% of the company’s audited operating revenue in the same period; Tus Environmental Science And Technology Development Co.Ltd(000826) the net assets attributable to the shareholders of the parent company at the end of the audited consolidated financial accounting report in 2020 accounted for more than 50% and more than 50 million yuan of the net assets attributable to the shareholders of the parent company at the end of the audited consolidated financial accounting report in the same period. According to the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), this transaction constitutes a major asset restructuring of the company.
2、 This transaction constitutes a connected transaction
Whereas 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 stock listing rules of Shenzhen Stock Exchange and other relevant provisions.
3、 This transaction does not constitute reorganization and listing
After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will be delisted and cancelled as the merged party.
In March 2017, the notice of Henan provincial Party committee and Henan Provincial People’s Government on printing and distributing the reform promotion plan for state owned non industrial enterprises in Henan Province (YF [2017] No. 5) clearly pointed out that the functions of provincial enterprises were defined and classified, in which Henan Investment Group Co., Ltd. (hereinafter referred to as “Henan investment group”) was classified as functional enterprises, Functional enterprises take ensuring the operation of the national economy as the main goal, promote the marketization of public resource allocation, focus on the development of forward-looking strategic industries, and realize the organic unity of economic and social benefits; Entrust Henan Provincial Department of finance to perform the duties of state-owned assets contributor of functional and public welfare enterprises performed by relevant provincial departments such as Henan Provincial Development and Reform Commission.
According to the above notice, the people’s Government of Henan Province issued the reply of the people’s Government of Henan Province on changing the organization of Henan Investment Group Co., Ltd. to perform the responsibilities of the contributor (YZW [2019] No. 128), authorizing the Department of finance of Henan Province to perform the responsibilities of the contributor to Henan investment group, and the development and Reform Commission of Henan Province will no longer perform the relevant responsibilities. On January 10, 2020, Henan investment group completed the industrial and commercial change registration procedures for the above changes.
Therefore, the above change of the investor of Henan investment group belongs to the overall adjustment of state-owned assets supervision and administration, City Development Environment Co.Ltd(000885) the controlling shareholder is still Henan investment group, the actual controller is changed from Henan development and Reform Commission to Henan Provincial Department of finance, and the final investor of City Development Environment Co.Ltd(000885) the controlling shareholder Henan investment group is always Henan Provincial People’s government, The final actual control relationship of Henan Provincial People’s government over the company has not changed. Therefore, the actual control of City Development Environment Co.Ltd(000885) has not changed within 36 months before this transaction.
After the completion of this transaction, the controlling shareholder of City Development Environment Co.Ltd(000885) is still Henan investment group, the actual controller is still Henan Provincial Department of finance, the final contributor is still Henan Provincial People’s government, and the actual control right of City Development Environment Co.Ltd(000885) has not changed. Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures.
It is hereby explained.
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