Tus Environmental Science And Technology Development Co.Ltd(000826) about
Description of the company's purchase and sale of assets within 12 months before the major asset restructuring City Development Environment Co.Ltd(000885) by issuing A-share 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) ") to exchange shares, absorb and merge Tus Environmental Science And Technology Development Co.Ltd(000826) and issue A-share shares to raise supporting funds (hereinafter referred to as "this transaction").
According to the measures for the administration of major asset restructuring of listed companies (CSRC Order No. 166) (hereinafter referred to as the "measures for the administration of restructuring") issued by China Securities Regulatory Commission on March 20, 2020: "If a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amounts shall be calculated respectively based on the accumulated amounts. The asset transactions that have prepared and disclosed the report on major asset restructuring in accordance with the provisions of these measures need not be included in the scope of cumulative calculation. The cumulative period of major asset restructuring specified in paragraph 1 of Article 13 of these measures by the CSRC If the limits and scope are otherwise specified, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. "
In the 12 months before the transaction, the relevant major asset purchases and sales are as follows:
1. On June 18, 2021, Tus Environmental Science And Technology Development Co.Ltd(000826) the fifth extraordinary general meeting of shareholders in 2021 deliberated and approved the proposal on selling 100% equity and related party transactions of Zhengzhou tus Zero Carbon Technology Co., Ltd., and agreed that Tus Environmental Science And Technology Development Co.Ltd(000826) would transfer 100% equity of Zhengzhou tus Zero Carbon Technology Co., Ltd. to City Development Environment Co.Ltd(000885) . The transaction price is based on the evaluation value of Zhengzhou tus Zero Carbon Technology Co., Ltd. as of May 14, 2021, and is proposed to be RMB 1008.09 million. The final transaction price is subject to the evaluation results filed by the competent State-owned Assets Supervision and administration authority.
2. On June 18, 2021, the fifth extraordinary general meeting of the company in 2021 deliberated and approved the proposal on selling 95% equity and related party transactions of subsidiaries held by the company's holding subsidiary Wuhan Qidi Ecological Environmental Protection Technology Co., Ltd., and agreed that Tus Environmental Science And Technology Development Co.Ltd(000826) holding subsidiary Wuhan Qidi Ecological Environmental Protection Technology Co., Ltd. should take Hubei Disheng Environmental Protection Technology Co., Ltd The appraisal value of five project companies of Jinzhou sound environmental protection technology Co., Ltd., Zhangye Zhengqing Environmental Protection Technology Co., Ltd., Tongliao Mengdong solid waste disposal Co., Ltd. and Tongliao mengkang Environmental Protection Technology Co., Ltd. as of December 31, 2020 is the pricing basis, Transfer 95% equity of the above five project companies to Chengfa zero carbon private equity investment fund (Henan) partnership (limited partnership). The total price of this transaction is 281478000 yuan. After the completion of this transfer, Wuhan tus ecology still holds 5% equity of the above five project companies.
3. On December 6, 2021, the sixth extraordinary general meeting of the company in 2021 deliberated and approved the proposal on selling 100% equity and related party transactions of Hebei xiong'an Qidi Zero Carbon Technology Co., Ltd., an indirect wholly-owned subsidiary, It is agreed that the company will transfer 100% equity of Hebei xiong'an tus Zero Carbon Technology Co., Ltd. (hereinafter referred to as "xiong'an zero carbon"), a wholly-owned subsidiary of Beijing tus Zero Carbon Technology Co., Ltd. (hereinafter referred to as "Beijing zero carbon") to Henan Urban Development Investment Co., Ltd. (hereinafter referred to as "Chengfa investment"). The transaction price of the subject assets of this transaction is based on the appraisal value determined in the appraisal report issued by Zoomlion asset appraisal group Co., Ltd., tentatively set at 405899800 yuan, and the final transaction price is subject to the appraisal results filed by the competent State-owned Assets Supervision and administration authority. After the completion of this equity transfer, the company will no longer hold xiong'an zero carbon equity.
As of the signing date of this note, except for the above transactions, Tus Environmental Science And Technology Development Co.Ltd(000826) there were no other major purchases and sales of assets in the 12 months before this transaction.
It is hereby explained.
(no text below)
(there is no text on this page, which is the seal page of Tus Environmental Science And Technology Development Co.Ltd(000826) instructions on the purchase and sale of assets by the company within 12 months before this major asset restructuring)
January 24, 2002
