Securities code: 000826 securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022-009 Tus Environmental Science And Technology Development Co.Ltd(000826)
Announcement on the adjustment of this major asset restructuring plan
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.
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 January 22, 2021, Tus Environmental Science And Technology Development Co.Ltd(000826) held the 42nd meeting of the ninth board of directors, deliberated and adopted the proposal on < City Development Environment Co.Ltd(000885) plan for share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and its summary, as well as the relevant proposals of this reorganization.
On July 22, 2021, Tus Environmental Science And Technology Development Co.Ltd(000826) held the 6th meeting of the 10th board of directors, deliberated and approved 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 and its summary, and relevant proposals, And announced the reorganization plan (Revised Draft).
On January 21, 2022, Tus Environmental Science And Technology Development Co.Ltd(000826) held the 11th meeting of the 10th board of directors, deliberated and approved 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 and its summary, and relevant proposals, And announced the reorganization plan (Second Revised Draft).
According to the provisions on Several Issues Concerning Regulating the major asset restructuring of listed companies (revised in 2016) issued by the CSRC: "After the announcement of the first resolution of the board of directors to issue shares to purchase assets, if the board of directors fails to issue the notice of convening the general meeting of shareholders within 6 months, the listed company shall reconvene the board of directors to consider the issue of shares to purchase assets, and take the announcement date of the resolution of the board of directors as the pricing benchmark date of the issued shares".
Tus Environmental Science And Technology Development Co.Ltd(000826) the notice of convening the general meeting of shareholders was not issued within 6 months after the announcement of the first resolution of the board of directors considering the reorganization plan. Therefore, the announcement date of the resolution of the 11th meeting of the sixth board of directors considering the adjustment of the reorganization plan shall be taken as the new pricing standard date of issued shares.
1、 Contents of this restructuring plan adjustment
Project reorganization plan (Revised Version) reorganization plan (Second Revised Version)
In this stock exchange absorption merger, City Development Environment Co.Ltd(000885) intends to purchase assets. In this stock exchange absorption merger, City Development Environment Co.Ltd(000885) intends to purchase assets. The transaction price of assets is the transaction price of stock exchange absorption merger. The transaction price of Di environment (transaction price = qidihuan amount (transaction price = Tus Environmental Science And Technology Development Co.Ltd(000826) stock exchange price) × Enlightenment exchange price × Tus Environmental Science And Technology Development Co.Ltd(000826) total share capital), which is the total share capital of the environment, is 7.253 billion yuan.
7.654 billion yuan.
1. Pricing benchmark date: City Development Environment Co.Ltd(000885) the 6th board of directors 1. Pricing benchmark date: City Development Environment Co.Ltd(000885) the 39th meeting of the 6th board of directors, Tus Environmental Science And Technology Development Co.Ltd(000826) the 45th meeting of the 10th board of directors, Tus Environmental Science And Technology Development Co.Ltd(000826) the announcement date of the resolutions of the 6th meeting of the 10th board of directors. The announcement date of a meeting resolution.
2. Stock exchange price 2. Stock exchange price
The City Development Environment Co.Ltd(000885) stock exchange price is 120 City Development Environment Co.Ltd(000885) before the pricing base date. The stock exchange price is 90% of the average stock trading price of 120 trading days before the pricing base date, that is, the average stock trading price on the trading day, that is, 10.35 yuan / share. Tus pricing benchmark is 8.80 yuan / share. Tus Environmental Science And Technology Development Co.Ltd(000826) the exchange price is the pricing environment. The exchange price is based on the average stock trading price of the average stock trading price 120 trading days before the pricing benchmark date and 120 trading days before the exchange benchmark date. The premium is 10%, that is, 5.07 yuan / price and 90%, that is, 5.35 yuan / share. Shares.
Share ratio 3. Share exchange ratio 3. Share exchange ratio
Every Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for City Development Environment Co.Ltd(000885) every Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for City Development Environment Co.Ltd(000885) number of shares = Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price / number of urban development links = Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price / City Development Environment Co.Ltd(000885) share exchange price (the calculation result shall be rounded to the nearest four decimal places). Keep four decimal places). According to the above formula, according to the above formula, the conversion ratio between Tus Environmental Science And Technology Development Co.Ltd(000826) and City Development Environment Co.Ltd(000885) and City Development Environment Co.Ltd(000885) is 1:0.4899, that is, every Tus Environmental Science And Technology Development Co.Ltd(000826) share can be 1:0.6080, that is, every Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for 0.4899 City Development Environment Co.Ltd(000885) shares.
In exchange for 0.6080 City Development Environment Co.Ltd(000885) shares.
Up to now, the total number of shares of City Development Environment Co.Ltd(000885) is up to now, and the total number of shares of Chengfa environment is 642078255 shares. Without considering the dissenting shareholders' 642078255 shares, and without considering the dissenting shareholders' exercise of cash option for cash exchange issuance, they participate in the alloy option, The number of shares exchanged under the merger and Tus Environmental Science And Technology Development Co.Ltd(000826) shares exchanged under the merger are 1430578784. The reference quantity is 1430578784 shares. Referring to the share exchange ratio, this share exchange ratio is calculated, City Development Environment Co.Ltd(000885) is the calculation of this consolidated issuance, City Development Environment Co.Ltd(000885) is the total number of shares of the stock bank issued this time, which is 700840547 shares (the total number of shares up is 869791901 shares (rounded up).
Whole).
City Development Environment Co.Ltd(000885) 1. Acquisition claim price 1. Acquisition claim price
The price of City Development Environment Co.Ltd(000885) dissenting shareholder's acquisition request right is City Development Environment Co.Ltd(000885) and the price of dissenting shareholder's acquisition request right is the pricing basis
Project reorganization plan (Revised Version) reorganization plan (Second Revised Version)
The average trading price of the company's shares 120 trading days before the closing date of the company's shares on the trading day before the benchmark date of acquisition request pricing, that is, the right price, that is, 10.11 yuan / share. 10.35 yuan / share.
2. Adjustment mechanism of acquisition claim price 2. Adjustment mechanism of acquisition claim price
After triggering the price adjustment mechanism, such as price adjustment, after adjusting the triggered price adjustment mechanism, such as price adjustment, the adjusted price of City Development Environment Co.Ltd(000885) dissenting shareholders' acquisition request right after the city is issued. The price of dissenting shareholders' acquisition request right is the price adjustment benchmark, and the price is the closing price of the company's shares on the trading day before the price adjustment benchmark date.
Closing price.
1. Cash option price 1. Cash option price
Tus Environmental Science And Technology Development Co.Ltd(000826) the dissenting shareholder's cash option price is Tus Environmental Science And Technology Development Co.Ltd(000826) the dissenting shareholder's cash option price is the pricing basis Tus Environmental Science And Technology Development Co.Ltd(000826) the average stock trading price 120 trading days before the closing date of the company's shares on the trading day before the pricing benchmark date, that is, the dissenting shareholder's price, that is, 4.82 yuan / share. 4.61 yuan / share.
Cash option 2. Price adjustment mechanism of cash option price 2. Price adjustment mechanism of cash option price
After triggering the price adjustment mechanism, if the price is adjusted, if the price is adjusted after triggering the price adjustment mechanism, the adjusted Tus Environmental Science And Technology Development Co.Ltd(000826) cash option price of dissenting shareholders is Tus Environmental Science And Technology Development Co.Ltd(000826) and the price of cash option of dissenting shareholders is Tus Environmental Science And Technology Development Co.Ltd(000826) the closing price of the company's shares on the trading day before the price adjustment benchmark day. The closing price of the company's shares.
Raise 1.9 billion yuan and 1.8 billion yuan
Total funds
2、 Relevant procedures for implementation of this scheme adjustment
Tus Environmental Science And Technology Development Co.Ltd(000826) held the 11th meeting of the 10th 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 and other proposals related to the reorganization. The independent directors of the company expressed independent opinions on the adjusted plan. Tus Environmental Science And Technology Development Co.Ltd(000826) has re performed the necessary approval procedures for this scheme adjustment.
It is hereby announced.
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors 24 January 2002
