Tus Environmental Science And Technology Development Co.Ltd(000826) explanation of the board of directors that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation 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 and merge 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) “).
In accordance with the requirements of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the “provisions on Several Issues concerning restructuring”), the board of directors made a careful analysis on whether this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning restructuring and held that:
1. This transaction does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. The company has disclosed the decision-making and approval procedures that have been performed and need to be performed for this transaction in the plan for City Development Environment Co.Ltd(000885) share exchange, merger Tus Environmental Science And Technology Development Co.Ltd(000826) and raising supporting funds and related party transactions (Second Revision) and its abstract, and made special tips on the risks that may not be approved;
2. After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will terminate its 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) . Before this transaction, City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) did not have false capital contribution or affect their legal existence, nor did they have other circumstances restricting or prohibiting this transaction;
3. This transaction is conducive to improving the integrity of the assets of the surviving listed company and maintaining the independence of the surviving listed company in terms of personnel, procurement, production, sales and intellectual property rights;
4. This transaction will have a certain impact on the existing financial status, profitability and various financial indicators of the surviving listed company. In the long run, this merger is conducive to improving the financial situation and enhancing the sustainable profitability of the surviving listed companies, enhancing the independence of the surviving listed companies, reducing related party transactions and avoiding horizontal competition.
In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 4 of the provisions on certain issues of restructuring. It is hereby explained.
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(there is no text on this page, which is the sealed page of Tus Environmental Science And Technology Development Co.Ltd(000826) instructions on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies)
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors 24 January 2002
