City Development Environment Co.Ltd(000885) independent director
About the 45th meeting of the 6th board of directors of the company
Review the prior approval opinions on relevant matters
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 guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other laws and regulations As an independent director of City Development Environment Co.Ltd(000885) (hereinafter referred to as the “company”), we have carefully reviewed various proposals and relevant materials submitted to the board of directors for deliberation in accordance with relevant provisions such as departmental rules and normative documents (hereinafter referred to as “laws and regulations”) and City Development Environment Co.Ltd(000885) articles of Association (hereinafter referred to as “articles of association”), Based on the position of independent judgment and careful research, the following prior approval opinions are issued:
1、 The company plans 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 ” Tus Environmental Science And Technology Development Co.Ltd(000826) “), and raise supporting funds by non-public offering of shares to no more than 35 specific investors (hereinafter referred to as “this transaction”), in which the company and Tus Environmental Science And Technology Development Co.Ltd(000826) conduct share exchange, absorption and merger to form a related party transaction.
1. The completion of this transaction will help the company to increase the asset scale, optimize the national business layout, enhance the market competitiveness, enhance the company’s industry influence, long-term profitability and sustainable development ability, and contribute to the company’s long-term development.
2. The transaction plan complies with the company law, securities law, reorganization management measures and other laws and regulations and the provisions of normative documents issued by the CSRC. The plan is reasonable and feasible without harming the interests of minority shareholders.
3. The proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and related party transactions conforming to relevant laws and regulations, the proposal on City Development Environment Co.Ltd(000885) share issuance and raising supporting funds conforming to relevant laws and regulations, 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) scheme and the proposal on City Development Environment Co.Ltd(000885) to be submitted to the 45th meeting of the sixth board of directors for deliberation Proposal on the scheme of issuing shares to raise supporting funds, proposal on and its abstract, proposal on signing the supplementary agreement to the agreement on share exchange absorption and merger of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with conditional effect, and proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) Proposal on major asset restructuring, 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 to form related party transactions, proposal on this merger meeting the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies Proposal on compliance of this merger with the provisions of Article 4 of the regulations on regulating major asset restructuring of listed companies, proposal on the merger not constituting the reorganization and listing specified in Article 13 of the administrative measures for major asset restructuring of listed companies, proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted in this transaction And other relevant proposals comply with the provisions of the company law, the securities law, the measures for the administration of reorganization, other relevant laws and regulations and departmental rules and normative documents issued by the CSRC.
4. In view of the fact that Huang Xinmin, the general manager of the counterparty Tus Environmental Science And Technology Development Co.Ltd(000826) , has been the deputy general manager of the company in the past 12 months, Tus Environmental Science And Technology Development Co.Ltd(000826) constitutes a related party of the company in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, and this transaction constitutes a related party transaction, but does not involve the avoidance of voting by related directors. The review procedures of connected transactions shall comply with the provisions of relevant laws and regulations, the articles of association and other normative documents.
In conclusion, we recognize the relevant contents of this transaction and agree to submit relevant proposals to the board of directors for deliberation.
2、 Proposal on appointing Ms. Liang Li as the deputy general manager of the company. Ms. Liang Li meets the qualifications and conditions for serving as the deputy general manager of a listed company, has the professional ethics, work experience, knowledge and skills required for performing her duties, and is not prohibited from serving as the deputy general manager as stipulated in the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. (no text below this page)
(there is no text on this page, which is the signature page of City Development Environment Co.Ltd(000885) independent directors’ prior approval opinions on relevant matters considered at the 45th meeting of the sixth board of directors of the company) signature of independent directors:
Li Weizhen, Xu Bulin, Cao Shengxin
specific date
