Tus Environmental Science And Technology Development Co.Ltd(000826) independent opinions of independent directors 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. The plan of this transaction complies with the provisions of the company law, the securities law, the reorganization management measures, the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies (hereinafter referred to as the “provisions on Several Issues concerning reorganization”) and other relevant laws and regulations.
2. The company complies with the conditions for the implementation of this transaction stipulated in relevant laws and regulations.
3. According to the reorganization management measures, stock listing rules and other relevant provisions, this transaction is expected to constitute a Tus Environmental Science And Technology Development Co.Ltd(000826) major asset reorganization, and this transaction constitutes a connected transaction. The relevant proposals of this transaction have been approved by the independent directors in advance before being submitted to the board of directors for deliberation. Matters related to this transaction have been deliberated and adopted at the 11th meeting of the 10th board of directors of the company, and related directors’ withdrawal from voting is not involved. The convening, convening and voting procedures of the board meeting comply with laws, regulations and the articles of association.
4. 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) and the supplementary agreement of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange absorption and merger agreement to be signed between the company and City Development Environment Co.Ltd(000885) comply with the provisions of relevant laws and regulations.
5. The issue price and share exchange price of this transaction are reasonable and fair, and there is no situation damaging the interests of the company or shareholders.
6. In order to fully protect the interests of the shareholders who disagree with this transaction, this transaction will give the dissenting shareholders of the company the cash option.
7. This transaction will be conducive to the long-term development of the company and enhance the ability of sustainable operation, which is in line with the realistic and long-term interests of all shareholders.
In conclusion, we believe that this transaction is conducive to the long-term development of the company, conforms to the interests of the company and all shareholders, does not damage the interests of minority shareholders, and relevant matters comply with applicable laws and regulations and the articles of association.
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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’ independent 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
