Securities code: 000826 securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022-012 Tus Environmental Science And Technology Development Co.Ltd(000826)
Announcement on progress of equity change of some subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete,
There are no false records, misleading statements or major omissions in the announcement.
Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as “the company” or ” Tus Environmental Science And Technology Development Co.Ltd(000826) “) has recently completed the relevant industrial and commercial change registration procedures for the sale of equity of wholly-owned subsidiaries and the change of equity of holding subsidiaries in accordance with the matters authorized by the general meeting of shareholders and the needs of the company’s operation and management. The relevant information is as follows:
1、 Progress on the company’s sale of equity transfer of wholly-owned subsidiaries
1. Xiongan zero carbon equity transfer
Hebei xiongan enlightenment Zero Carbon Technology Co., Ltd. (hereinafter referred to as “xiongan zero carbon”) was originally a wholly-owned subsidiary of the company with an indirect shareholding of 100%. In order to ease the pressure of the company’s construction capital investment and promote the project construction progress, after making an inquiry from the market and referring to the transaction price of recent solid waste disposal projects under construction, Beijing tus Zero Carbon Technology Co., Ltd. (hereinafter referred to as “Beijing zero carbon”), a wholly-owned subsidiary of the company, intends to sell 100% equity of its wholly-owned subsidiary xiong’an zero carbon and its 10 project companies to Henan Urban Development Investment Co., Ltd. (hereinafter referred to as “urban development investment”). The above matters have been deliberated and approved by the 10th meeting of the 10th board of directors and the 6th extraordinary general meeting of shareholders in 2021 (see the announcement on selling 100% equity and related party transactions of Hebei xiongan tus Zero Carbon Technology Co., Ltd., an indirect wholly-owned subsidiary, disclosed on July 20, 2021 [Announcement No.: 2021-153]).
Recently, the company’s authorized management has completed the industrial and commercial change registration procedures for the sale of 100% equity of xiong’an zero carbon. Up to now, Beijing zero carbon has received the equity acquisition payment of RMB 50.0253 million from Chengfa investment.
According to the equity transfer agreement signed by both parties, Chengfa investment will pay 80% of the equity transfer price within 40 working days after the industrial and commercial change of xiong’an zero carbon equity is completed; The non operating transactions of xiong’an zero carbon and the owed Beijing zero carbon and Tus Environmental Science And Technology Development Co.Ltd(000826) by the project company shall be paid by Chengfa investment and xiong’an zero carbon after the agreement comes into force; Meanwhile, Chengfa investment and xiong’an zero carbon shall negotiate with relevant creditors to remove all guarantee measures provided by Beijing zero carbon and Tus Environmental Science And Technology Development Co.Ltd(000826) to xiong’an zero carbon and its project subsidiaries. The above equity transfer funds and non operating current accounts have yet to be paid. The company will continue to perform the relevant disclosure obligations according to the actual payment of the above funds and the subsequent release of the guarantee.
2. Zhengzhou zero carbon transfer
On October 29, 2021, the company disclosed the progress announcement on equity change of subsidiaries [Announcement No.: 2021-147]). Up to now, the company has received 72.1466 million yuan of transfer of 100% equity of Zhengzhou zero carbon (Weixian Deshang environmental protection Co., Ltd. and Bozhou Jieneng Power Co., Ltd. have not completed the transfer registration).
According to the equity transfer agreement and relevant supplementary agreements signed between the company and City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “), for the equity assets registered in the name of City Development Environment Co.Ltd(000885) , on the premise that both parties complete the change and handover of the assets under the subject equity and corresponding materials, projects and relevant permits and approval documents, 80% of the share transfer payment shall be completed within 60 days after the completion of registration, Complete the remaining payment within 90 days after the first payment; The guarantee provided by Tus Environmental Science And Technology Development Co.Ltd(000826) to Zhengzhou zero carbon and its affiliated projects shall be released by City Development Environment Co.Ltd(000885) within 1 year after the completion of this transaction; Both parties agree to conduct the delivery audit, and City Development Environment Co.Ltd(000885) will pay the net non operating amount of Zhengzhou zero carbon and its subsidiaries for Tus Environmental Science And Technology Development Co.Ltd(000826) to Tus Environmental Science And Technology Development Co.Ltd(000826) within 10 working days from the completion of the delivery audit. The aforesaid delivery audit has yet to issue a formal report, and the company will continue to perform relevant disclosure obligations according to the actual payment of the above funds and the subsequent release of the guarantee.
3. Transfer of hazardous waste projects
On October 29, 2021, the company disclosed the progress announcement on equity change of subsidiaries [Announcement No.: 2021-147]), Hubei Desheng Environmental Protection Technology Co., Ltd., Jinzhou sound environmental protection technology Co., Ltd., Zhangye Zhengqing Environmental Protection Technology Co., Ltd., Tongliao Mengdong solid waste disposal Co., Ltd The 95% equity of 5 project companies of Tongliao mengkang Environmental Protection Technology Co., Ltd. has been sold, and the industrial and commercial change procedures have been completed. Up to now, Wuhan Qidi Ecological Environmental Protection Technology Co., Ltd. (hereinafter referred to as “Wuhan ecology”), the holding subsidiary of the company, has received a 95% equity transfer of RMB 171.3702 million from five subordinate project companies. According to the acquisition agreement signed by Wuhan ecology and Chengfa zero carbon private equity investment fund (Henan) partnership (limited partnership) (hereinafter referred to as “Chengfa zero carbon fund”), both parties agree to pay 70% of the transfer price within five days after the completion of delivery; Within 90 days after the delivery date, Wuhan ecology will assist the urban development zero carbon fund to complete relevant procedures, and the urban development zero carbon fund will complete the payment of the remaining 30% of the transfer money; The guarantee provided by Wuhan ecological or Tus Environmental Science And Technology Development Co.Ltd(000826) to relevant hazardous waste projects shall be released by Chengfa zero carbon fund within 1 year after the completion of this transaction; Within 10 working days after the equity delivery date, both parties shall jointly hire an accounting firm with business qualification related to securities and futures to issue a special audit report to audit and confirm the profits and losses during the transition period. The formal report on the audit of profit and loss in the above transition period has yet to be issued, and the company will continue to perform relevant disclosure obligations according to the actual payment of the above funds and the subsequent release of guarantee.
2、 Progress of foreign investment
1. In order to integrate the company’s e-waste dismantling business and develop resources in combination with regional advantages, the company’s wholly-owned subsidiary tus renewable resources technology development Co., Ltd. (hereinafter referred to as “tus renewable”) has established a subsidiary tus Recycling Technology Industry Co., Ltd. in Nanyang City, Henan Province, and has recently completed the industrial and commercial registration procedures for the establishment of the company. The company’s registration information is as follows:
Company name: tus Recycling Technology Industry Co., Ltd
Legal representative: Gu Ning
Registered capital: RMB 200 million
Address: Room 201, building 3, Sanchuan Financial Street Holdings Co.Ltd(000402) , Jiangying street, urban-rural integration demonstration zone, Nanyang City
Type: limited liability company
Business scope: licensed items: disposal of waste electrical and electronic products (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: recycling of renewable resources (except productive waste metals); Renewable resources processing; Processing and disposal of metal waste and debris; Processing and disposal of non-metallic wastes and debris; R & D of resource recycling technology (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Equity structure: tus renewable invested 200 million yuan, accounting for 100% of its registered capital.
2、 On October 27, 2020, the company held the 36th meeting of the 9th board of directors, deliberated and adopted the proposal on capital increase of the holding subsidiary Lhasa Shengqing Environmental Protection Technology Co., Ltd. (see the resolution announcement of the 36th meeting of the 9th board of directors disclosed in China Securities Journal, securities times and cninfo.com on October 29, 2020 for details) [Announcement No.: 2020-144], announcement on foreign investment [Announcement No.: 2020-148]).
Lhasa Shengqing Environmental Protection Technology Co., Ltd. has recently completed the industrial and commercial registration procedures for capital increase, which has been registered and approved by Qushui county market supervision and Administration Bureau as follows:
Company name: Lhasa Shengqing Environmental Protection Technology Co., Ltd
Unified social credit Code: 91540194ma6t1dkr30
Company domicile: nipugou, niedang Township, Qushui County, Lhasa City, Tibet Autonomous Region
Legal representative: Shi Junke
Registered capital: RMB 28 million
Business scope: resource utilization and harmless treatment of kitchen waste; R & D, production and sales of food waste biological products; Construction, operation, maintenance and technical consulting services of municipal infrastructure. [for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments].
Equity structure: Zhejiang Qidi Ecological Technology Co., Ltd., the holding subsidiary of the company, contributed RMB 28 million, accounting for 100% of its registered capital.
3、 Progress in cancellation of subsidiaries
According to the progress of the company’s water business, the company liquidates and cancels some subsidiaries. The details are as follows:
1. Xianning Ganqing water Co., Ltd. (hereinafter referred to as “Xianning Ganqing”) was established in August 2013 and is mainly responsible for the operation and management of the entrusted operation project of Hebei sewage treatment plant of the Management Committee of Xianning high tech Zone. After communication between the company and the Management Committee of Xianning hi tech Zone, all the sewage from Hebei sewage treatment plant enters Xianning hi tech phase III sewage treatment plant (operated and managed by Xianning Puhua hi tech water Co., Ltd., a subsidiary of the company), and the original entrusted operation project is terminated. Accordingly, the company’s holding subsidiary tus Puhua water Co., Ltd. (hereinafter referred to as “tus water”) has liquidated and cancelled Xianning Ganqing, and the relevant cancellation registration procedures have been completed recently.
2. Xiangyang Puhua Hanjiang water Co., Ltd. (hereinafter referred to as “Xiangyang Hanjiang”) was established in August 2018 to be responsible for the operation of the original Xiangyang Hanjiang water environment protection construction project (Xiangyang phase I township sewage collection and treatment project). After negotiation with Hubei Hanjiang Environmental Resources Co., Ltd., it is agreed that the company will withdraw from the operation of Xiangyang Hanjiang water environment protection construction project (Xiangyang phase I township sewage collection and treatment project) and terminate the original operation cooperation agreement. Accordingly, tus water carried out liquidation and cancellation of Xianning Ganqing, and the relevant cancellation registration procedures have been completed recently.
4、 Risk tips
The company will timely perform the obligation of information disclosure according to the follow-up matters involved in the above equity change, foreign investment and cancellation of subsidiaries. Please pay attention to the investment risks.
5、 Documents for future reference
1. Industrial and commercial registration documents.
It is hereby announced.
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors January 24, 2002
