City Development Environment Co.Ltd(000885) board of directors
Notes on the completeness and compliance of legal procedures for the performance of this transaction and the effectiveness of legal documents submitted
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”).
In accordance with the company law of the people’s Republic of China (hereinafter referred to as 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 provisions on Several Issues concerning the regulation of major asset reorganization of listed companies (hereinafter referred to as the “provisions on Several Issues concerning reorganization”), the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, departmental rules, normative documents (hereinafter referred to as the “laws and regulations”) and the City Development Environment Co.Ltd(000885) articles of Association (hereinafter referred to as the “articles of association”), The board of directors explained the completeness and compliance of the legal procedures for the transaction and the effectiveness of the legal documents submitted as follows:
1、 Notes on the completeness and compliance of the legal procedures for the performance of this transaction
(I) procedures performed in this transaction
1. During the preliminary negotiation between the company and the counterparty on this transaction, the company immediately took necessary and sufficient confidentiality measures, formulated a strict and effective confidentiality system, limited the scope of relevant sensitive information, reduced the scope of insiders as much as possible, reduced the dissemination of insider information, and signed confidentiality agreements with various intermediaries, And do a good job in information management and insider registration;
2. The company shall timely record the insiders and planning process in the stages of negotiation and planning, demonstration and consultation, prepare the insider registration form and the transaction process memorandum, which shall be signed and confirmed by relevant personnel;
3. On January 10, 2021, the company and Tus Environmental Science And Technology Development Co.Ltd(000826) signed the merger intention agreement for this transaction;
4. Due to the planning of this transaction, the company disclosed the suspension announcement on planning major asset restructuring on January 11, 2021 and the suspension progress announcement on planning major asset restructuring on January 18, 2021;
5. On January 22, 2021, the company held the 31st meeting of the 6th board of directors, deliberated and approved the proposals related to this transaction, and signed the share exchange and merger agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with Tus Environmental Science And Technology Development Co.Ltd(000826) with conditional effect;
6. On January 23, 2021, the company disclosed the plan for City Development Environment Co.Ltd(000885) share exchange, merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and other documents related to this transaction;
7. On February 22, 2021, March 24, 2021, April 23, 2021, May 24, 2021 and June 23, 2021, the company disclosed the progress announcement after disclosing the major asset restructuring plan respectively;
8. On July 22, 2021, the company held the 39th meeting of the 6th board of directors according to relevant changes and negotiation with the counterparty, adjusted the transaction scheme, reviewed and approved the proposals related to the transaction;
9. On July 23, 2021, the company disclosed the announcement on the progress after the disclosure of major asset restructuring plan and the revised 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 (Revised Draft) and other documents related to this transaction;
10. On August 21, 2021, the company disclosed the progress announcement after the disclosure of major asset restructuring plan;
11. On August 27, 2021, the company disclosed the announcement that the major asset restructuring plan was approved by Henan Provincial Department of Finance and Henan SASAC;
12. On September 23, 2021, October 23, 2021, November 23, 2021 and December 23, 2021, the company disclosed the progress announcement after disclosing the major asset restructuring plan respectively;
13. According to the changes of market conditions and through further negotiation with the counterparty, both parties intend to adjust the transaction plan again, and prepare 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);
14. The independent directors have expressed their prior approval opinions on this transaction.
(II) procedures to be performed in this transaction
1. The board of directors of the company reviewed and approved the transaction again;
2. The transaction was deliberated and approved by the general meeting of shareholders of the company;
3. Tus Environmental Science And Technology Development Co.Ltd(000826) the board of directors reviewed and approved the transaction again;
4. Tus Environmental Science And Technology Development Co.Ltd(000826) the general meeting of shareholders deliberated and approved the transaction;
5. The changed transaction plan has been approved by the competent State-owned Assets Supervision and administration authority;
6. This transaction has been approved by China Securities Regulatory Commission;
7. This transaction has passed the concentration examination of the antitrust authority (if necessary). To sum up, the board of Directors believes that the company has made relevant decisions on this transaction in accordance with the company law, the securities law, the reorganization management measures, the information disclosure management measures of listed companies, the notice on regulating the information disclosure of listed companies and the behavior of relevant parties, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of association, The necessary legal procedures up to the present stage have been fulfilled.
2、 Notes on the validity of legal documents submitted for this transaction
The relevant legal documents to be submitted for this transaction in accordance with the relevant provisions of regulatory documents such as the reorganization management measures, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, The board of directors and all directors of the company make the following statements and guarantees: the company and all directors promise to ensure that the contents of the legal documents submitted by the company for this exchange are true, accurate and complete, without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the legal documents submitted.
In conclusion, the board of Directors believes that the company has performed the necessary legal procedures for this transaction up to the present stage, which comply with the provisions of relevant laws and regulations and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange and other regulatory authorities for this transaction are legal and valid.
It is hereby explained.
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