Securities code: 000885 securities abbreviation: City Development Environment Co.Ltd(000885) Announcement No.: 2022-010 City Development Environment Co.Ltd(000885)
Announcement on the progress after the disclosure of major asset restructuring plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) ” or “the company”) held the 45th meeting of the sixth board of directors on January 21, 2022, reviewed and approved the proposal on and its summary, The announcement date of the resolution of the board of directors shall be taken as the pricing benchmark date of the transaction.
2. City Development Environment Co.Ltd(000885) in the “major risk warning” of 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) (hereinafter referred to as “the transaction plan”), which was disclosed on January 22, 2022, the possible risk factors of the transaction and the approval procedures to be performed are disclosed in detail. Please pay attention to the investment risks.
3. As of the date of this announcement, due to the huge amount of assets of Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as ” Tus Environmental Science And Technology Development Co.Ltd(000826) “) and the large number of companies involved in the merger, the workload of due diligence, audit and other related work involved in this transaction is large and difficult; Meanwhile, Tus Environmental Science And Technology Development Co.Ltd(000826) received the decision on ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to take corrective regulatory measures ([2022] No. 1) from Hubei regulatory bureau of China Securities Regulatory Commission on January 18, 2022, ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to conduct self-examination and make rectification within a time limit. The due diligence, audit and other related work involved in this transaction have been greatly affected, Therefore, the board of directors of the company is unable to issue the notice of the general meeting of shareholders to consider matters related to the transaction and announce the reorganization draft and other relevant documents within 6 months from the date of the announcement of the resolution of the board of directors on the previous consideration of the transaction (i.e. before January 23, 2022).
4. In addition to the major risks disclosed in the transaction plan, the company has not found any relevant matters that may lead to the cancellation, suspension or substantive change of the transaction plan by the board of directors or the counterparty, and the transaction is in progress in an orderly manner.
1、 Basic information of this transaction
City Development Environment Co.Ltd(000885) held the 45th meeting of the sixth board of directors on January 21, 2022, deliberated and adopted the proposal on the plan for 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 its abstract, and other proposals related to this transaction, which were posted on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Relevant announcements were disclosed. In this transaction, the company plans to issue shares to absorb and merge Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds, 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 such shareholders, and raises supporting funds by non-public offering of shares to no more than 35 specific investors. After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate the 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 “this transaction”). This transaction constitutes a connected transaction. This transaction constitutes a major asset reorganization of the company and does not constitute a reorganization and listing.
2、 Progress of this transaction
In order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal fluctuations in the company’s share price, according to the relevant regulations of Shenzhen Stock Exchange, upon the application of the company, the trading of the company’s shares (stock abbreviation: City Development Environment Co.Ltd(000885) , stock code: 000885) will be suspended from the opening of the market on January 11, 2021, For details, please refer to the announcement on suspension of planning for major asset restructuring (Announcement No.: 2021-004) disclosed by the company on January 11, 2021 and the announcement on suspension progress of planning for major asset restructuring (Announcement No.: 2021-006) disclosed on January 18, 2021.
The company held the 31st meeting of the 6th board of directors on January 22, 2021, which deliberated and adopted the proposal on City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) , proposal on City Development Environment Co.Ltd(000885) share issuance and raising supporting funds, proposal on 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 its summary and other proposals related to this transaction. On the same day, the company and the counterparty signed the agreement on share exchange and merger of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with effective conditions.
On February 22, 2021, March 24, 2021, April 23, 2021, May 24, 2021 and June 23, 2021, the company disclosed the progress announcement after the disclosure of major asset restructuring plan (Announcement No.: 2021-014), the progress announcement after the disclosure of major asset restructuring plan (Announcement No.: 2021-025), and Announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-039), announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-049) and announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-063).
The company held the 39th meeting of the 6th board of directors on July 22, 2021, The proposals related to this transaction, such as the proposal on the adjusted City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and related party transactions, the proposal on the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds, the proposal on the plan of 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 (Revised Draft) > and its summary, were reviewed and approved. On the same day, the company signed the termination agreement of the original share exchange absorption and merger agreement with the counterparty, terminated the previous absorption and merger agreement, and re signed the share exchange absorption and merger agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with effective conditions.
On July 23, 2021, August 21, 2021, August 27, 2021, September 23, 2021, October 23, 2021, November 23, 2021 and December 23, 2021, the company disclosed the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-079), the announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-90) and Announcement on the approval of major asset restructuring plan by Henan Provincial Department of Finance and Henan SASAC (Announcement No.: 2021-91), announcement on the progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-96) Announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-98), announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-109) and announcement on progress after disclosure of major asset restructuring plan (Announcement No.: 2021-115).
3、 The reason why the notice of convening the general meeting of shareholders cannot be issued within the specified time for this transaction
According to the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset reorganization, if the board of directors fails to issue the notice of convening the general meeting of shareholders within 6 months after the announcement of the first resolution of the board of directors to issue shares to purchase assets, the listed company shall disclose the special instructions on the failure to issue the notice of convening the general meeting of shareholders within 6 months. The special instructions shall explain the reasons and specify whether to continue or terminate. In case of further promotion, the company shall reconvene the board of directors to consider the issue of shares to purchase assets, and take the announcement date of the resolution of the board of directors as the pricing benchmark date of the issued shares. Since the announcement time of the previous resolution of the board of directors of this transaction is July 23, 2021, according to the above provisions, the company shall send the notice of convening the general meeting of shareholders before January 23, 2022.
Since the disclosure of this restructuring plan, the company and relevant parties have been actively promoting matters related to this transaction. However, due to the huge amount of Tus Environmental Science And Technology Development Co.Ltd(000826) assets and the large number of companies involved in the merger, the workload of due diligence, audit and other related work involved in this transaction is large and difficult. At the same time, Tus Environmental Science And Technology Development Co.Ltd(000826) received the decision on ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to take corrective regulatory measures ([2022] No. 1) from Hubei regulatory bureau of China Securities Regulatory Commission on January 18, 2022, Order Tus Environmental Science And Technology Development Co.Ltd(000826) to conduct self-examination and make rectification, and the due diligence, audit and other related work involved in this transaction has been greatly affected. Therefore, the board of directors of the company cannot send the notice of convening the general meeting of shareholders to consider matters related to this transaction within 6 months after the announcement of the resolution of the board of directors of the company to review this transaction last time (i.e. before January 23, 2022).
4、 Follow up work arrangement of this transaction
The company will continue to actively promote various works of this transaction with relevant parties, including but not limited to: after the completion of due diligence, audit and Tus Environmental Science And Technology Development Co.Ltd(000826) regulatory measures rectification of this transaction, the company needs to convene the board of directors again to review the proposals related to this transaction, and submit them to the general meeting of shareholders for deliberation, the state-owned assets regulatory authority for approval After the business concentration is reviewed and approved by the CSRC, the company will perform the relevant follow-up approval and information disclosure procedures in accordance with the provisions of relevant laws and regulations.
5、 Necessary risk tips
The company will continue to actively promote the work of this transaction with relevant parties, but there is uncertainty about whether to adjust the transaction plan or terminate this transaction, whether to obtain the above approval and the time to complete the approval. In particular, investors are reminded to pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
City Development Environment Co.Ltd(000885) board of directors January 22, 2022
