Securities code: 000885 securities abbreviation: City Development Environment Co.Ltd(000885) Announcement No.: 2022-007
City Development Environment Co.Ltd(000885)
Announcement on resolutions of the 45th meeting of the 6th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete
False records, misleading statements or major omissions.
1、 Convening of board meeting
(I) time and method of meeting notice: City Development Environment Co.Ltd(000885) (hereinafter referred to as “the company” or ” City Development Environment Co.Ltd(000885) “) the notice of the 45th meeting of the sixth board of directors was sent by e-mail and personal notice on January 18, 2022.
(II) time, place and method of the meeting: on January 21, 2022, the meeting will be held in room 1617, 16th floor of the company by on-site combined with communication voting.
(III) attendance at the meeting: 9 directors should attend the meeting and 9 actually attended the meeting. The meeting of the board of directors was convened and presided over by Mr. Zhu Hongbing, chairman of the board of directors.
(IV) the number of directors attending the meeting complies with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the City Development Environment Co.Ltd(000885) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
(I) proposal on compliance 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 with relevant laws and regulations
Voting results: 9 in favor, 0 against and 0 abstention.
The motion was passed.
The main contents of this proposal are: in accordance with 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 relevant provisions of laws, regulations, departmental rules and normative documents (hereinafter referred to as “laws and regulations”) such as the provisions on regulating several issues of major asset restructuring of listed companies (hereinafter referred to as “provisions on several issues of restructuring”) and after self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that, The company plans to issue 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) “) for share exchange and merger Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as “this merger”), which meets the requirements of relevant laws and regulations and various substantive conditions.
The independent directors have expressed their prior approval opinions and agreed independent opinions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(II) proposal on City Development Environment Co.Ltd(000885) issuing shares to raise matching funds in compliance with relevant laws and regulations
Voting results: 9 in favor, 0 against and 0 abstention.
The motion was passed.
The main contents of this proposal are: in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) And other relevant laws and regulations, and after full self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that the company plans to raise supporting funds by non-public issuance of RMB common shares (A shares), and the number of shares issued shall not exceed 30% of the total share capital of the company before issuance, The scale of the raised funds is expected to be no more than 1.8 billion yuan (hereinafter referred to as “the raised supporting funds”), which meets the requirements of relevant laws and regulations and various substantive conditions.
The independent directors have expressed their prior approval opinions and agreed independent opinions.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(III) proposal on the adjusted City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826)
The specific scheme of this merger is as follows:
1. Overview of the consolidation plan
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents: City Development Environment Co.Ltd(000885) it is proposed to exchange shares for absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) by issuing shares, that is, City Development Environment Co.Ltd(000885) issues shares to all conversion 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 these shareholders.
After the completion of this merger, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate its listing and cancel its legal personality, 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 “Shenzhen Stock Exchange”).
At the same time, City Development Environment Co.Ltd(000885) plans to raise matching funds by non-public offering of shares to no more than 35 specific investors through inquiry. The raising of supporting funds is based on the successful implementation of the merger, but the merger is not based on the successful implementation of the raising of supporting funds. The success of the final raising of supporting funds does not affect the implementation of the merger. 2. Specific scheme of this merger
(1) Share exchange, absorption and merger of both parties
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: the merging party of this merger is City Development Environment Co.Ltd(000885) , and the merged party is Tus Environmental Science And Technology Development Co.Ltd(000826) .
(2) Types and par value of shares issued by share exchange
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents: City Development Environment Co.Ltd(000885) because the type of shares issued in this merger is domestic listed RMB common shares (A shares), with a par value of 1.00 yuan per share.
(3) Share exchange object and merger implementation equity registration date
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: the issuance object of this merger is all the Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange shareholders registered after the closing of the market on the equity registration date of the merger, that is, the Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by the Tus Environmental Science And Technology Development Co.Ltd(000826) shareholders who have not declared, partially declared, have no right to declare or invalid to exercise the cash option on the equity registration date of the merger, And the Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by the cash option provider due to the provision of cash option (except that City Development Environment Co.Ltd(000885) or its subsidiaries are the cash option provider), all of which will be converted into City Development Environment Co.Ltd(000885) shares issued due to this merger according to the share conversion ratio. The board of directors of both parties to the merger will separately announce the equity registration date of the merger after the merger is approved by the CSRC.
(4) Pricing basis, share exchange price and share exchange ratio
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: according to the reorganization management measures, the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares.
If the share exchange absorption merger involves a listed company, the share pricing and issuance of the listed company shall be implemented in accordance with the above provisions.
In this merger, City Development Environment Co.Ltd(000885) share exchange price is the average stock trading price of 120 trading days before the pricing base date, i.e. 10.35 yuan / share. If City Development Environment Co.Ltd(000885) ex rights and ex interests such as cash dividend, stock dividend, conversion of capital reserve into share capital and share allotment occur from the pricing base date to the share exchange date (including the first and last two days), the above share exchange price will be adjusted accordingly. The Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price is a 10% premium based on the average stock trading price 120 trading days before the pricing base date, i.e. 5.07 yuan / share. If Tus Environmental Science And Technology Development Co.Ltd(000826) ex rights and ex interests such as cash dividend, stock dividend, conversion of capital reserve into share capital and share allotment occur from the pricing base date to the share exchange date (including the first and last two days), the above share exchange price will be adjusted accordingly.
Each Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for City Development Environment Co.Ltd(000885) shares = Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price / City Development Environment Co.Ltd(000885) share exchange price (the calculation result shall be rounded to four decimal places). According to the above formula, the share exchange ratio of Tus Environmental Science And Technology Development Co.Ltd(000826) and City Development Environment Co.Ltd(000885) is 1:0.4899, that is, each Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for 0.4899 City Development Environment Co.Ltd(000885) shares.
From the price fixing base date to the stock exchange date (including the first and last two days), the share exchange ratio shall not be adjusted under any other circumstances, except for the distribution of cash dividends, stock dividends, conversion of capital reserve into share capital, allotment of shares and other ex rights and ex interests by either of the merging parties, or the need to adjust the stock exchange price in accordance with the requirements of relevant laws, regulations or regulatory authorities.
(5) Number of shares issued for conversion
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: up to now, City Development Environment Co.Ltd(000885) has a total of 642078255 shares. Without considering the cash option exercised by dissenting shareholders, the Tus Environmental Science And Technology Development Co.Ltd(000826) shares participating in the share exchange under this merger are 1430578784 shares. Calculated with reference to the share exchange ratio, City Development Environment Co.Ltd(000885) is the number of shares issued in this merger, with a total of 700840547 shares (rounded up).
In case of ex right and ex interest matters such as cash dividend, stock dividend, conversion of capital reserve into share capital, allotment of shares, etc. from the pricing benchmark date to the stock exchange date (including the first and last two days), the number of shares issued by the above stock exchange will be adjusted accordingly.
The City Development Environment Co.Ltd(000885) shares obtained by the Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange shareholder shall be an integer. If the number of Tus Environmental Science And Technology Development Co.Ltd(000826) shares held multiplied by the share exchange ratio is not an integer, one share shall be issued to each shareholder in turn according to the mantissa after the decimal point until the actual number of shares exchanged is consistent with the planned number of shares issued. If the number of shares with the same mantissa is more than the number of remaining shares, it shall be issued randomly by the computer system until the actual number of shares exchanged is consistent with the number of shares planned to be issued.
(6) Listing place of convertible shares
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents: City Development Environment Co.Ltd(000885) the shares issued in this merger will be listed and circulated on the main board of Shenzhen Stock Exchange.
(7) Protection mechanism of dissenting shareholders’ rights
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents:
1) City Development Environment Co.Ltd(000885) protection mechanism for dissenting shareholders
City Development Environment Co.Ltd(000885) dissenting shareholders refer to those who cast valid negative votes when voting on the relevant proposals on the merger plan, the sub proposals voted item by item and the relevant proposals on the merger agreement signed by both parties at the general meeting of shareholders held by City Development Environment Co.Ltd(000885) to vote on the merger, And has been holding the shares representing the right of objection until the implementation date of City Development Environment Co.Ltd(000885) dissenting shareholder’s acquisition claim, and City Development Environment Co.Ltd(000885) shareholders who perform relevant reporting procedures within the specified time.
In order to protect the interests of City Development Environment Co.Ltd(000885) shareholders and reduce the impact of City Development Environment Co.Ltd(000885) share price fluctuation on investors after the merger, according to the relevant provisions of the company law and the articles of association, the acquisition request right of City Development Environment Co.Ltd(000885) dissenting shareholders will be given in the merger. City Development Environment Co.Ltd(000885) and / or its designated unrelated third party provide the acquisition request right to City Development Environment Co.Ltd(000885) dissenting shareholders, and the acquisition request right provider will be determined and announced before the shareholders’ meeting to review the merger. In this case, City Development Environment Co.Ltd(000885) dissenting shareholders shall not claim the acquisition claim right from any shareholder of City Development Environment Co.Ltd(000885) who agrees to the merger.
City Development Environment Co.Ltd(000885) the acquisition claim price of dissenting shareholders is the average stock trading price 120 trading days before the pricing benchmark date, i.e. 10.35 yuan / share. If City Development Environment Co.Ltd(000885) ex rights and ex interests such as cash dividends, stock dividends, conversion of capital reserve into share capital and allotment of shares occur from the base date of pricing to the implementation date of acquisition claim (including the first and last two days), the price of acquisition claim will be adjusted accordingly.
The City Development Environment Co.Ltd(000885) dissenting shareholder exercising the acquisition request right can obtain the cash consideration paid by the acquisition request right provider according to the acquisition request right price for each City Development Environment Co.Ltd(000885) share effectively declared by him on the implementation date of the acquisition request right, and transfer the corresponding shares to the name of the acquisition request right provider. The acquisition request right provider shall acquire all City Development Environment Co.Ltd(000885) shares of City Development Environment Co.Ltd(000885) dissenting shareholders exercising the acquisition request right on the implementation date of the acquisition request right, and pay cash consideration accordingly.
The City Development Environment Co.Ltd(000885) dissenting shareholders registered in the register shall meet the following conditions at the same time:
① At the City Development Environment Co.Ltd(000885) general meeting of shareholders on the merger, effective negative votes were cast on the relevant proposals on the merger scheme and the sub proposals voted one by one, and on the relevant proposals on the merger agreement signed by both parties;
② Since the equity registration date of the shareholders’ meeting at which City Development Environment Co.Ltd(000885) deliberates the merger, as a effectively registered City Development Environment Co.Ltd(000885) shareholder, continue to hold shares representing the right of objection until the implementation date of the acquisition claim;
③ Successfully perform relevant reporting procedures during the reporting period of acquisition claims. Shareholders who meet the above conditions are only entitled to exercise the right of acquisition request for the shares they have voted against. If City Development Environment Co.Ltd(000885) dissenting shareholders sell their shares (including but not limited to judicial compulsory deduction, etc.) after the equity registration date of this City Development Environment Co.Ltd(000885) share exchange, absorption and merger shareholders’ meeting, the number of shares entitled to acquisition request shall be reduced accordingly; If City Development Environment Co.Ltd(000885) dissenting shareholders buy shares after the equity registration date of this City Development Environment Co.Ltd(000885) share exchange, absorption and merger shareholders’ meeting, the number of shares with acquisition request right will not increase, and these shares do not enjoy acquisition request right.
The registered City Development Environment Co.Ltd(000885) dissenting shareholders holding the following shares are not entitled to claim the right to exercise the acquisition request for their shares:
① There are City Development Environment Co.Ltd(000885) shares with rights restrictions, such as shares whose transfer is restricted by laws and regulations such as pledge, other third-party rights or judicial freezing;
② Its legal holder promises in writing to City Development Environment Co.Ltd(000885) to waive City Development Environment Co.Ltd(000885) dissenting shareholders’ right to purchase shares;
③ Other shares that may not exercise the right of acquisition request according to applicable laws.
The City Development Environment Co.Ltd(000885) dissenting shareholder who has submitted City Development Environment Co.Ltd(000885) shares as collateral for margin trading must transfer City Development Environment Co.Ltd(000885) shares from the customer credit guarantee account of the securities company to its ordinary securities account before the deadline of the reporting period of acquisition claim right, so as to exercise the acquisition claim right. The City Development Environment Co.Ltd(000885) dissenting shareholder who has carried out the agreed repurchase securities transaction must complete the early repurchase formalities in time before the deadline of the declaration period of the acquisition claim right before exercising the acquisition claim right.
If the merger plan is not approved or approved by the general meeting of shareholders of both parties to the merger or relevant government departments, resulting in the final impossibility of the merger, the City Development Environment Co.Ltd(000885) dissenting shareholders cannot exercise the right of acquisition request, nor can they claim any compensation or compensation from both parties to the merger.
Detailed arrangements for acquisition claims (including but not limited to
