Tus Environmental Science And Technology Development Co.Ltd(000826) explanation of the board of directors that this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “) intends to absorb Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds (hereinafter referred to as “this transaction”) by issuing RMB common shares (A shares) to all shareholders of 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) “).
According to the requirements of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”), the board of directors has made a careful analysis on whether this transaction complies with the provisions of Article 11 of the measures for the administration of restructuring and believes that this transaction:
(I) comply with national industrial policies, laws and administrative regulations on environmental protection, land management, antitrust, etc;
(II) it will not cause the company to fail to meet the conditions for stock listing;
(III) the assets involved are fairly priced, and there is no situation that damages the legitimate rights and interests of the company and shareholders;
(IV) the ownership of the assets involved is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor’s rights and debts is legal;
(V) it is conducive to enhancing the company’s sustainable operation ability, and there is no situation that may lead to the company’s main assets being cash or no specific business after reorganization;
(VI) it is conducive to the company’s independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies;
(VII) it is conducive to the formation or maintenance of a sound and effective corporate governance structure.
In conclusion, through the prudent judgment of the board of directors of the company, this transaction complies with the provisions of Article 11 of the reorganization management measures.
It is hereby explained.
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(there is no text on this page, which is the seal page of the Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors’ statement that this transaction complies with the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies)
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors 24 January 2002
