City Development Environment Co.Ltd(000885) board of directors
Explanation on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies
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”).
According to the requirements of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the board of directors has made a careful analysis on whether this transaction complies with the provisions of Article 11 of the measures for the administration of restructuring and believes that this transaction:
1. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust;
2. It will not cause the company to fail to meet the conditions for stock listing;
3. The asset pricing involved is fair, and there is no situation that damages the legitimate rights and interests of the company and shareholders;
4. The ownership of the assets involved is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
5. It is conducive to enhancing the company’s ability to continue operation, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
6. It is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies;
7. It is conducive to the formation or maintenance of a sound and effective corporate governance structure.
According to the requirements of the reorganization management measures, the board of directors has made a careful analysis on whether the transaction complies with the provisions of Article 43 of the reorganization management measures and believes that:
1. This transaction will have a certain impact on the existing financial situation, profitability and various financial indicators of the listed company. In the long run, this merger is conducive to improving the company’s asset quality, improving the company’s financial situation and enhancing its sustainable profitability, reducing related party transactions, avoiding horizontal competition and enhancing its independence;
2. The company’s financial and accounting report for the most recent year has been issued an unqualified audit report by a certified public accountant;
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or by CSRC for suspected violations of laws and regulations; 4. The assets involved in this exchange are operating assets with clear ownership, and can complete the ownership transfer procedures within the agreed period.
In conclusion, through the prudent judgment of the board of directors of the company, this transaction complies with the provisions of Articles 11 and 43 of the reorganization management measures.
It is hereby explained.
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(there is no text on this page, which is the seal page of the City Development Environment Co.Ltd(000885) board of directors’ statement that this transaction complies with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies)
City Development Environment Co.Ltd(000885) board of directors mm / DD / yyyy
