Tus Environmental Science And Technology Development Co.Ltd(000826)
Prior approval opinions on relevant matters considered at the 11th meeting of the 10th board of directors of the company
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring") The guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other laws and regulations As an independent director of Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as the "company"), we have carefully reviewed various proposals and relevant materials submitted to the board of directors for review in accordance with relevant provisions such as departmental rules and normative documents (hereinafter referred to as "laws and regulations") and the articles of Association of Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as "the articles of association"), Based on the position of independent judgment, after careful research, we express the following independent opinions:
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) by issuing RMB common shares (A shares) to all shareholders of Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds by non-public issuance of shares to no more than 35 specific investors (hereinafter referred to as "this transaction").
1. After the completion of this transaction, the company will further improve the asset quality and scale, enhance the market competitiveness of the company, enhance the profitability and sustainable development ability of the company, contribute to the long-term development of the company, and meet the interests of the company and all shareholders.
2. The transaction plan complies with the company law, securities law, reorganization management measures and other laws and regulations and the provisions of normative documents issued by the CSRC. The plan is reasonable and feasible, does not harm the interests of minority shareholders and will not form horizontal competition.
3. Proposal on compliance of City Development Environment Co.Ltd(000885) share exchange merger Tus Environmental Science And Technology Development Co.Ltd(000826) and related party transactions with relevant laws and regulations, proposal on adjusted City Development Environment Co.Ltd(000885) share exchange merger Tus Environmental Science And Technology Development Co.Ltd(000826) and related party transactions, and plan on and its summary proposal, proposal on signing the supplementary agreement to the agreement on share exchange, absorption and merger of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with conditional effect, proposal on City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) constituting major asset reorganization, proposal on City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds to form related party transactions The proposal on the conformity of this merger with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies, the proposal on the conformity of this merger with the provisions of several issues on regulating major asset restructuring of listed companies, and the proposal on the conformity of this merger with the provisions of article 4 The proposal that the merger does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset reorganization of listed companies, the proposal on the completeness and compliance of the legal procedures performed by the transaction and the effectiveness of legal documents submitted and other relevant proposals comply with the company law, the securities law, the administrative measures for reorganization and other relevant laws Regulations and departmental rules and normative documents issued by the CSRC.
4. According to the reorganization management measures, stock listing rules and other relevant provisions, this transaction is expected to constitute Tus Environmental Science And Technology Development Co.Ltd(000826) major asset reorganization and related party transactions, but does not involve the avoidance of voting by related directors. The review procedures of related party transactions shall comply with the provisions of relevant laws and regulations, the articles of association and other normative documents. To sum up, we recognize the relevant contents of this transaction and agree to submit relevant proposals to the board of directors for deliberation.
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(there is no text on this page, which is the signature page of Tus Environmental Science And Technology Development Co.Ltd(000826) independent directors' prior approval opinions on relevant matters considered at the 11th meeting of the 10th board of directors of the company) signature of independent directors:
Han Jiangang, Chen Zhengtian Menglin
January 24, 2002
