Securities code: 000826 securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022-011 Tus Environmental Science And Technology Development Co.Ltd(000826)
Announcement on the progress after the disclosure of 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.
Special tips:
1. 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) “) held the 11th meeting of the 10th board of directors on January 21, 2022, reviewed and adopted the proposal on and its summary, The announcement date of the resolution of the board of directors shall be taken as the pricing benchmark date of this transaction.
2. The company disclosed in detail the possible risk factors of this transaction and the approval procedures to be performed in the “major risk tips” of the plan for City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and related party transactions (Second Revision) (hereinafter referred to as the “transaction plan”) disclosed on January 22, 2022. Please pay attention to the investment risks.
3. As of the date of this announcement, due to the huge amount of assets of the company and the large number of companies involved in the merger, the workload of due diligence, audit and other related work involved in this transaction is large and difficult; Meanwhile, on January 18, 2022, the company received the decision of Hubei regulatory bureau of China Securities Regulatory Commission on ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to take corrective regulatory measures ([2022] No. 1), ordering Tus Environmental Science And Technology Development Co.Ltd(000826) to conduct self-examination and make rectification within a time limit. The due diligence, audit and other related work involved in this transaction have been greatly affected, Therefore, the board of directors of the company is unable to issue the notice of the general meeting of shareholders to consider matters related to the transaction and announce the reorganization draft and other relevant documents within 6 months from the date of the announcement of the resolution of the board of directors on the previous consideration of the transaction (i.e. before January 23, 2022).
4. As of the date of this announcement, in addition to the major risks disclosed in the transaction plan, the company has not found any relevant matters that may lead to the cancellation, suspension or substantive change of the transaction plan by the board of directors or the counterparty, and the transaction is in progress in an orderly manner.
1、 Basic information of this transaction
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 and its summary and other proposals related to this transaction, which were posted on cninfo.com on January 24, 2022（ http://www.cn.info.com.cn. ）Relevant announcements were disclosed. In this transaction, City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “) intends to exchange shares by issuing shares, absorb and merge Tus Environmental Science And Technology Development Co.Ltd(000826) and raise supporting funds, that is, City Development Environment Co.Ltd(000885) issues shares to all conversion shareholders of Tus Environmental Science And Technology Development Co.Ltd(000826) , exchanges Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by these shareholders, and raises supporting funds by non-public issuance of shares to no more than 35 specific investors. After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate the listing and cancel its legal personality, City Development Environment Co.Ltd(000885) will inherit and undertake all assets, liabilities, businesses, personnel, contracts and all other rights and obligations of Tus Environmental Science And Technology Development Co.Ltd(000826) . City Development Environment Co.Ltd(000885) the shares issued due to this merger will apply for listing and circulation on the main board of Shenzhen Stock Exchange (hereinafter referred to as “this transaction”). This transaction constitutes a connected transaction. This transaction constitutes a major asset reorganization of the company and does not constitute a reorganization and listing.
2、 Progress of this transaction
1. Due to the uncertainty of this transaction, in order to ensure fair information disclosure, safeguard the interests of investors and avoid abnormal fluctuation of the company’s share price, the trading of the company’s shares ( Tus Environmental Science And Technology Development Co.Ltd(000826) , stock code: 000826) has been suspended since the opening of the market on January 11, 2021 according to the relevant regulations of Shenzhen Stock Exchange. For details, see the company’s announcement on January 11, 2021 Announcement on suspension of planning for major asset restructuring (Announcement No.: 2021-006) and announcement on suspension progress of planning for major asset restructuring (Announcement No.: 2021-008) disclosed on January 16, 2021.
2. On January 22, 2021, the company held the 42nd meeting of the ninth board of directors, deliberated and approved the proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) meeting the provisions of relevant laws and regulations, and the proposal on City Development Environment Co.Ltd(000885) share exchange absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) Proposals related to this transaction, such as the proposal on and its summary. For details, see the company’s website on cninfo on January 23, 2021（ http://www.cn.info.com.cn. ）Relevant announcements issued. At the same time, the company disclosed the announcement on general risk warning and stock resumption of restructuring plan (Announcement No.: 2021-015). After applying to Shenzhen Stock Exchange, the trading of the company’s shares resumed from the opening of the market on January 25, 2021.
3. The company disclosed the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-032) on February 22, 2021 and the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-045) on March 24, 2021, On April 23, 2021, it disclosed the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-071), and on May 24, 2021, it disclosed the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-093), On June 23, 2021, the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-104) was disclosed.
4. The company held the 6th meeting of the 10th board of directors on July 22, 2021, 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 other proposals related to this transaction, For details, please refer to the company’s announcement on cninfo.com on July 23, 2021（ http://www.cn.info.com.cn. ）Relevant announcements issued. On the same day, the company signed the termination agreement of the original share exchange absorption and merger agreement with the counterparty, terminated the previous absorption and merger agreement, and re signed the share exchange absorption and merger agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) with effective conditions.
5. The company disclosed the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-118) on July 23, 2021 and the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-126) on August 21, 2021, The announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-135) was disclosed on September 23, 2021, and the announcement on the progress after the disclosure of the major asset restructuring plan (Announcement No.: 2021-143) was disclosed on October 23, 2021, On November 23, 2021, the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-156) was disclosed, and on December 23, 2021, the announcement on progress after the disclosure of major asset restructuring plan (Announcement No.: 2021-164) was disclosed.
3、 Reasons for the company’s failure to issue the notice of convening the shareholders’ meeting on schedule
Since the disclosure of this restructuring plan, the company and relevant parties have been actively promoting matters related to this transaction. However, due to the huge amount of assets of the company and the large number of companies involved in the merger, the workload of due diligence, audit and other related work involved in this transaction is large and difficult. At the same time, the company received the decision on ordering corrective regulatory measures for Tus Environmental Science And Technology Development Co.Ltd(000826) from Hubei regulatory bureau of China Securities Regulatory Commission ([2022] No. 1) on January 18, 2022, Order Tus Environmental Science And Technology Development Co.Ltd(000826) to conduct self-examination and make rectification, and the due diligence, audit and other related work involved in this transaction has been greatly affected. Therefore, the board of directors of the company failed to send the notice of convening the general meeting of shareholders to consider matters related to this transaction within 6 months after the announcement of the resolution of the board of directors of the company’s previous consideration of this transaction (i.e. before January 23, 2022).
4、 Follow up work arrangement of this transaction
The company will continue to actively promote various works of this transaction with relevant parties, including but not limited to: after the completion of due diligence, audit and Tus Environmental Science And Technology Development Co.Ltd(000826) regulatory measures rectification of this transaction, the company needs to convene the board of directors again to review the proposals related to this transaction, and submit them to the general meeting of shareholders for deliberation, the state-owned assets regulatory authority for approval After the business concentration is reviewed and approved by the CSRC, the company will perform the relevant follow-up approval and information disclosure procedures in accordance with the provisions of relevant laws and regulations.
5、 Necessary risk tips
The company will continue to actively promote the work of this transaction with relevant parties, but there is uncertainty about whether to adjust the transaction plan or terminate this transaction, whether to obtain the above approval and the time to complete the approval. In particular, investors are reminded to pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors 24 January 2002
