City Development Environment Co.Ltd(000885) : City Development Environment Co.Ltd(000885) plan for share exchange, merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and related party transactions (Second Revision) 1. The board of directors, all directors, supervisors and senior managers of the merging parties guarantee that the plan and its summary are true, accurate and complete, and shall be jointly and severally liable for its false records, misleading statements or major omissions.
The controlling shareholders and all directors, supervisors and senior managers of both parties to the merger promise that if the information provided or disclosed in this share exchange absorption merger is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, they will not transfer their shares in the merger parties / surviving companies until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of both merging parties / surviving companies within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking to Shenzhen Stock Exchange and zhongdeng company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit its identity information and account information to Shenzhen Stock Exchange and zhongdeng company after verification and apply for locking; If the board of directors fails to submit its identity information and account information to zhongdeng company, it authorizes Shenzhen Stock Exchange and zhongdeng company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, promise that the locked shares will be voluntarily used for compensation arrangements for relevant investors.
2. As of the signing date of this plan, the relevant work involved in this stock exchange, absorption and merger has not been completed. Some data involved in this plan have not been audited by accounting firms in accordance with the provisions of the securities law. Some data of Tus Environmental Science And Technology Development Co.Ltd(000826) need to be retroactively adjusted according to regulatory requirements, and investors are requested to use them carefully. After the completion of all work related to the share exchange, absorption and merger, the merging parties will convene a separate board of directors to consider other outstanding matters related to the share exchange, absorption and merger, prepare a report on share exchange, absorption and merger, and perform the review procedures of the corresponding general meeting of shareholders. The audited historical financial data, pro forma financial data and valuation will be disclosed in the consolidated report on share exchange absorption.
3. After the completion of this share exchange, absorption and merger, the surviving company shall be responsible for the changes in the operation and income of the surviving company, and the investors shall be responsible for the investment risks caused by the changes. If investors have any questions about this plan and its summary, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants
