Securities code: 000885 securities abbreviation: City Development Environment Co.Ltd(000885) Announcement No.: 2022-011
City Development Environment Co.Ltd(000885)
Announcement on the adjustment of this major asset restructuring plan
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “) intends to absorb and merge Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds (hereinafter referred to as “this reorganization”) 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) “).
On July 22, 2021, City Development Environment Co.Ltd(000885) held the 39th meeting of the sixth board of directors, deliberated and adopted 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) and related party transactions, the proposal on the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds, the proposal on the plan of 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 Version) > and its summary And related proposals.
On January 21, 2022, City Development Environment Co.Ltd(000885) held the 45th meeting of the 6th board of directors, deliberated and adopted 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) and related party transactions, the proposal on the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds, the proposal on the plan of 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) and its summary And related proposals, and announced the reorganization plan (Second Revised Draft).
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 8 – major asset restructuring and other relevant provisions, City Development Environment Co.Ltd(000885) did not issue the notice of convening the general meeting of shareholders within 6 months after the announcement of the first resolution of the board of directors considering the restructuring plan, It is proposed to take the announcement date of the resolution of the 45th meeting of the sixth board of directors to consider the adjustment of the restructuring plan as the new benchmark date for the pricing of issued shares.
1、 Contents of this restructuring plan adjustment
Project reorganization plan (Revised Version)
In this stock exchange absorption merger, City Development Environment Co.Ltd(000885) capital to be purchased in this stock exchange absorption merger, City Development Environment Co.Ltd(000885) transaction price of assets to be purchased is the transaction price of stock exchange absorption merger Tus Environmental Science And Technology Development Co.Ltd(000826) , and the transaction price is the transaction amount of stock exchange absorption merger Tus Environmental Science And Technology Development Co.Ltd(000826) (transaction price = Tus Environmental Science And Technology Development Co.Ltd(000826) stock exchange price) × (transaction price = Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price) × Tus Environmental Science And Technology Development Co.Ltd(000826) total Tus Environmental Science And Technology Development Co.Ltd(000826) total share capital) is RMB 7.654 billion. Share capital) of 7.253 billion yuan.
1. Pricing benchmark date: City Development Environment Co.Ltd(000885) the sixth session of the board of directors
39th meeting, Tus Environmental Science And Technology Development Co.Ltd(000826) the 1st meeting of the 10th board of directors, pricing benchmark date: City Development Environment Co.Ltd(000885) the announcement date of the resolutions of the 4th and 6th meetings of the 6th board of directors. The 15th meeting, Tus Environmental Science And Technology Development Co.Ltd(000826) the 11th meeting of the 10th board of directors 2. The announcement date of the resolution of the share exchange price meeting.
City Development Environment Co.Ltd(000885) the stock exchange price is 120 days before the pricing benchmark date. 2. The stock exchange price
90% of the average stock trading price on the trading day, i.e. RMB 8.80 / City Development Environment Co.Ltd(000885) share exchange price, is the 120 trading pricing benchmark shares before the pricing benchmark date. Tus Environmental Science And Technology Development Co.Ltd(000826) the exchange price is the average stock trading price 120 days before the pricing benchmark date, i.e. 10.35 yuan / share. 90% of the average stock trading price on Tus Environmental Science And Technology Development Co.Ltd(000826) day and trading days of stock exchange, i.e. RMB 5.35. The stock exchange price is the stock price and stock exchange price 120 trading days before the pricing benchmark date. The premium is 10% based on the average transaction price, i.e. 5.07 yuan / share. Share ratio 3. Share exchange ratio 3. Share exchange ratio
Each Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for City Development Environment Co.Ltd(000885) shares, and each Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for City Development Environment Co.Ltd(000885) shares = number = Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price / City Development Environment Co.Ltd(000885) share exchange price / City Development Environment Co.Ltd(000885) share exchange price (the calculation result is rounded to four decimal places). According to the number). According to the above formula, Tus Environmental Science And Technology Development Co.Ltd(000826) and the above formula of Chengfa ring, Tus Environmental Science And Technology Development Co.Ltd(000826) and City Development Environment Co.Ltd(000885) share exchange ratio is 1: 0.6080, that is, 1: 0.4899 per share of enlightenment, that is, 0.6080 City Development Environment Co.Ltd(000885) shares and 0.4899 City Development Environment Co.Ltd(000885) shares can be exchanged for environmental shares.
Copies.
Up to now, the total number of shares of Chengfa environment is up to now, and the total number of shares of Chengfa environment is 642078255 shares. Without considering that the dissenting shareholders exercise the current 642078255 shares and participate in the exchange option under this merger without considering that the dissenting shareholders exercise the cash exchange option, The number of Tus Environmental Science And Technology Development Co.Ltd(000826) shares of Qi shares participating in the share exchange under this merger is 1430578784. The number of Shendi environment shares is 1430578784. With reference to the amount of this exchange and calculated according to the share exchange ratio, City Development Environment Co.Ltd(000885) is the share combination ratio, City Development Environment Co.Ltd(000885) is the shares issued in this merger, and the total number of shares issued is 869791901, and the total number of shares is 700840547 (rounded up).
(rounded up).
1. Acquisition claim price 1. Acquisition claim price
The price of City Development Environment Co.Ltd(000885) dissenting shareholder’s acquisition claim right is the price City Development Environment Co.Ltd(000885) the price of dissenting shareholder’s acquisition claim right is the closing price of the trading day before the pricing benchmark City Development Environment Co.Ltd(000885) benchmark date, i.e. 10.11 yuan / share.
The average trading price of the stock in the previous 120 trading days, i.e. 10.35 yuan. Dissenting shareholders 2. Adjustment mechanism for the price of acquisition claim / share.
After the purchase request triggers the price adjustment mechanism, such as price adjustment, 2. The price adjustment mechanism of the purchase request right
The price of City Development Environment Co.Ltd(000885) dissenting shareholders’ acquisition claim right is the closing price of the stock one trading day before the benchmark date of the urban development fund after the price adjustment triggers the price adjustment mechanism. The price of acquisition claim right of shareholders with environmental objection is the average stock trading price 120 trading days before the benchmark date of price adjustment.
1. Cash option price 1. Cash option price
Tus Environmental Science And Technology Development Co.Ltd(000826) the cash option price of the dissenting shareholder is the pricing Tus Environmental Science And Technology Development Co.Ltd(000826) the cash option price of the dissenting shareholder is the closing price on the pricing benchmark Tus Environmental Science And Technology Development Co.Ltd(000826) benchmark date or the previous trading day, that is, the average stock trading price of 120 trading days before the date, that is, 4.61 yuan / dissenting shareholder’s share. Shares.
Cash option 2. Price adjustment mechanism of cash option price 2. Price adjustment mechanism of cash option price
After triggering the price adjustment mechanism, such as price adjustment, after triggering the price adjustment mechanism, such as price adjustment, the adjusted cash option price of tus Tus Environmental Science And Technology Development Co.Ltd(000826) dissenting shareholders is the cash option price of tus environmental dissenting shareholders is the closing price of the stock on the trading day before the benchmark date of Tus Environmental Science And Technology Development Co.Ltd(000826) price adjustment. The average trading price of stocks 120 trading days before the benchmark date.
Raise 1.9 billion yuan and 1.8 billion yuan
Total funds
2、 Relevant procedures for implementation of this scheme adjustment
City Development Environment Co.Ltd(000885) held the 45th meeting of the sixth board of directors on January 21, 2022, deliberated and adopted 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) and related party transactions, the proposal on the plan of City Development Environment Co.Ltd(000885) issuing shares to raise supporting funds and other proposals related to this reorganization. The independent directors of the company expressed independent opinions on the adjusted plan. The company has re performed the necessary approval procedures at this stage for this scheme adjustment.
It is hereby announced.
City Development Environment Co.Ltd(000885) board of directors January 22, 2022
