City Development Environment Co.Ltd(000885) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation 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 provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the “provisions on Several Issues concerning restructuring”), the board of directors made a careful analysis on whether the transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning restructuring, and held that: 1. The transaction does not involve project initiation, environmental protection, industry access, land use, planning Construction and other related matters for approval. The company has disclosed the decision-making and approval procedures that have been performed and need to be performed for this transaction in 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 (Second Revision) and its abstract, and made special tips on the risks that may not be approved;
2. After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate its listing and cancel its legal personality. The company 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) . Before this transaction, neither the company nor Tus Environmental Science And Technology Development Co.Ltd(000826) had any false capital contribution or affected its legal existence, nor any other circumstances restricting or prohibiting this transaction; 3. This transaction is conducive to improving the integrity of the company’s assets and maintaining the company’s independence in personnel, procurement, production, sales and intellectual property rights;
4. 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 financial situation and enhancing sustainable profitability, enhancing the company’s independence, reducing related party transactions and avoiding horizontal competition.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on certain issues of restructuring.
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 on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies)
City Development Environment Co.Ltd(000885) board of directors mm / DD / yyyy
