Securities code: 000885 securities abbreviation: City Development Environment Co.Ltd(000885) Announcement No.: 2022-009
City Development Environment Co.Ltd(000885)
Announcement on the revision of the plan for share exchange, merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and related party transactions
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
False records, misleading statements or material omissions.
City Development Environment Co.Ltd(000885) (hereinafter referred to as the "company", "listed company" or " City Development Environment Co.Ltd(000885) ") disclosed 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 (Revised Draft) and relevant documents on the designated information disclosure media on July 23, 2021. After the disclosure of the revised plan, the company plans to adjust the transaction scheme according to the changes of relevant conditions and through consultation with the counterparty. According to relevant laws and regulations, the pricing benchmark date of this transaction was changed from the announcement date of the resolution of the 39th meeting of the sixth board of directors (July 23, 2021) to the announcement date of the resolution of the 45th meeting of the sixth board of directors (January 22, 2022) to consider matters related to the adjustment of this transaction scheme.
For matters related to the adjustment of the transaction scheme, the company revised the plan (Revised Draft), and the main contents of the revision are as follows:
1、 In the "statement" of the revised draft, it is added that "some of the data involved in the plan have not been audited by an accounting firm in accordance with the provisions of the securities law, and some of the data of Tus Environmental Science And Technology Development Co.Ltd(000826) need to be retroactively adjusted according to the regulatory requirements, so investors are required to use it carefully".
2、 Supplement the adjustment of the transaction plan in the "major event prompt" of the revised draft, and update the transaction plan, the expected composition of major asset reorganization, the impact of the transaction on the equity structure of the surviving company after merger, the decision-making process and approval of the transaction, and the important commitments of the relevant parties of the transaction; 3、 In the "major risk tips" and "Chapter IV Risk Factors" of the revised draft, the risks of suspension, suspension or cancellation, approval risk, unfinished audit and valuation work involved in this transaction, the risk that the operating price of the franchise project cannot be adjusted in time, the risk of overspending and delay of the project construction project The risks of failure to implement supporting financing or raising less than expected amount, debt and financing risks, asset impairment risks, and the risk of cancellation or recovery of franchise rights have been updated;
4、 In the "chapter I overview of this transaction" of the revised draft, the transaction plan, the expected composition of this transaction, the decision-making process and approval of this transaction, the main contents of the merger agreement, and the impact of this transaction on the equity structure of the surviving company after the merger have been updated;
5、 In "Chapter II basic information of merger takers" of the revised draft, the capital structure, the top ten shareholders and main financial data have been updated;
6、 In the "Chapter III basic information of the merged party" of the revised draft, the capital structure and the top ten shareholders, the equity control diagram, the main financial data, the capital structure, the punishment and integrity of the merged party and its current directors, supervisors and senior managers have been updated;
7、 In the "Chapter V other important matters" of the revised draft, the explanations on the purchase and sale of assets by the merging parties within 12 months before the transaction, and whether the stock price fluctuation of the merging parties before the merger announcement has reached 20% have been updated;
8、 In "Chapter VI opinions of independent directors on this transaction" of the revised draft, the opinions of independent directors of both parties have been updated.
9、 In the "Chapter VII statements and commitments" of the revised draft, the statements of all directors, supervisors and senior managers of the merged party and all directors, supervisors and senior managers of the merged party have been updated.
It is hereby announced.
City Development Environment Co.Ltd(000885) board of directors January 22, 2022
