Securities code: 000885 SZ securities abbreviation: City Development Environment Co.Ltd(000885) listing place: Shenzhen Stock Exchange Stock Code: 000826 SZ securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) listing place: Shenzhen Stock Exchange City Development Environment Co.Ltd(000885)
Share exchange absorption merger
Tus Environmental Science And Technology Development Co.Ltd(000826)
And raise supporting funds and related party transactions
(Second Revision)
Absorptive side
City Development Environment Co.Ltd(000885) Tus Environmental Science And Technology Development Co.Ltd(000826) Floor 9, investment building, No. 41 nongnong Road, Zhengzhou City, No. 77, luluo Road, Xiling District, Yichang City, Hubei Province, January 2002
catalogue
Declare that 5 interpretation 7 I. General interpretation 7 II. Professional interpretation 9. Tips on major events 11 I. adjustment of this transaction plan 11 II. This transaction plan 13 III. this transaction constitutes a connected transaction 26 IV. this transaction is expected to constitute a major asset restructuring 26 V. This transaction does not constitute reorganization and listing 27 VI. impact of this transaction on the surviving company after merger 28 VII. Decision making process and approval of this transaction VIII. Important commitments of the parties involved in this transaction IX. merge the principled opinions of the controlling shareholders of both parties and their persons acting in concert on the transaction, as well as the share reduction plan of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of resumption of the transaction to the completion of the implementation 40 X. arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 41 Xi. Arrangements for the protection of creditors’ rights and interests in this transaction 42 XII. Information tips to be supplemented and disclosed 42 major risk tips 44 I. risks related to this transaction 44 II. Risks related to the surviving company after merger 47 III. other risks 52 chapter I overview of this transaction 54 I. background and purpose of this transaction 54 II. This transaction plan 57 III. this transaction constitutes a connected transaction 71 IV. this transaction is expected to constitute a major asset restructuring 71 V. This transaction does not constitute reorganization and listing 72 VI. decision making process and approval of this transaction seventy-two
7、 The main contents of the merger agreement VIII. Impact of this transaction on the surviving company after merger 90 Chapter II basic information of merger party 94 I. Basic Information 94 II. Establishment, listing and previous changes in share capital of the company 94 III. share capital structure and top ten shareholders 99 IV. changes in control, controlling shareholders and actual controllers in the last 36 months V. major asset restructuring in the last three years 101 VI. main business development and main financial data 102 VII. Punishment, integrity, litigation and arbitration of the merging party and its current directors, supervisors and senior managers VIII. The merger absorbing party and its current directors, supervisors and senior managers have been filed for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations 104 IX. the merging party, its controlling shareholder and actual controller have been publicly condemned or other major dishonest acts by the stock exchange in the past 12 months Chapter III basic information of the merged party 106 I. Basic information of the merged party 106 II. Establishment, listing and previous changes in share capital of the company 106 III. share capital structure and top ten shareholders IV. changes in control, controlling shareholders and actual controllers in the last 36 months V. major asset restructuring in the last three years 115 VI. main business development and main financial data 115 VII. Punishment and integrity of the merged party and its current directors, supervisors and senior managers VIII. The merged party and its current directors, supervisors and senior managers have been placed on file for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations IX. the merged party, its controlling shareholder and actual controller have been publicly condemned by the stock exchange or other major dishonest acts in the past 12 months 120 Chapter IV risk factors 121 I. risks related to this transaction 121 II. Risks related to the merged surviving company 124 III. other risks 129 Chapter V other important matters I. merge the principled opinions of the controlling shareholders of both parties and their persons acting in concert on this transaction, as well as the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of resumption of this transaction to
Share reduction plan during the implementation period II. Assets purchased and sold by both parties within 12 months before the transaction III. description of whether the share price fluctuation before the announcement of merger has reached 20% 135 IV. the relevant subjects of this transaction are not allowed to participate in the major asset restructuring of any listed company V. arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction Vi. arrangements for the protection of creditors’ rights and interests in this transaction 141 Chapter VI opinions of independent directors on this transaction 142 I. opinions of independent directors 142 Chapter VII statements and commitments 149 I. statement of all directors, supervisors and senior managers of the merger party 149 II. Statement of all directors, supervisors and senior managers of the merged party 153……
