Tus Environmental Science And Technology Development Co.Ltd(000826) explanation of the board of directors on whether this transaction constitutes major asset reorganization, related party transaction and reorganization and listing
City Development Environment Co.Ltd(000885) (hereinafter referred to as “the company” or ” 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) (hereinafter referred to as ” Tus Environmental Science And Technology Development Co.Ltd(000826) “), and raise supporting funds by non-public offering of shares to no more than 35 specific investors (hereinafter referred to as “this transaction”).
1、 This transaction constitutes a major asset restructuring
In this stock exchange absorption merger, the transaction price of City Development Environment Co.Ltd(000885) assets to be purchased is the transaction amount of Tus Environmental Science And Technology Development Co.Ltd(000826) stock exchange absorption merger (transaction price = Tus Environmental Science And Technology Development Co.Ltd(000826) stock exchange price) × Tus Environmental Science And Technology Development Co.Ltd(000826) total share capital) is 7.253 billion yuan. According to the audited financial data of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) in 2020 and the transaction price of this stock exchange absorption and merger, the relevant indicators of this stock exchange absorption and merger are as follows:
Unit: 100 million yuan
Total project assets net assets operating income
City Development Environment Co.Ltd(000885) 132.99 46.99 33.93
Tus Environmental Science And Technology Development Co.Ltd(000826) 423.73 134.17 85.21
Tus Environmental Science And Technology Development Co.Ltd(000826) related indicators and transaction amount 423.73 134.17 – which is higher
Financial indicators accounted for 318.61%, 285.51% and 251.14%
The total assets at the end of the audited consolidated financial accounting report in Tus Environmental Science And Technology Development Co.Ltd(000826) 2020 accounted for more than 50% of the total assets at the end of the audited consolidated financial accounting report in the same period; Tus Environmental Science And Technology Development Co.Ltd(000826) in 2020, the audited operating revenue accounted for more than 50% of the audited operating revenue in the same period of City Development Environment Co.Ltd(000885) ; Tus Environmental Science And Technology Development Co.Ltd(000826) the net assets attributable to the shareholders of the parent company at the end of the audited consolidated financial accounting report in 2020 accounted for more than 50% of the net assets at the end of the audited consolidated financial accounting report in the same period and more than 50 million yuan. According to the provisions of the reorganization management measures, this share exchange, absorption and merger is expected to constitute City Development Environment Co.Ltd(000885) major asset reorganization.
After the completion of this merger, 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) . The transaction amount accounts for more than 50% of the net assets at the end of the audited consolidated financial and accounting report in Tus Environmental Science And Technology Development Co.Ltd(000826) 2020, and more than 50 million yuan. In conclusion, according to the provisions of the reorganization management measures, this share exchange, absorption and merger is expected to constitute Tus Environmental Science And Technology Development Co.Ltd(000826) major asset reorganization.
2、 This transaction constitutes a connected transaction
The merger Party of this share exchange absorption merger is City Development Environment Co.Ltd(000885) , and the merged party is Tus Environmental Science And Technology Development Co.Ltd(000826) . Since Mr. Huang Xinmin, the current general manager of Tus Environmental Science And Technology Development Co.Ltd(000826) , has served as the deputy general manager of City Development Environment Co.Ltd(000885) within 12 months, according to the provisions of relevant laws and regulations such as the reorganization management measures, the listing rules and so on, there is a related relationship between the merger parties of this merger, and this merger constitutes a related party transaction of City Development Environment Co.Ltd(000885) and Tus Environmental Science And Technology Development Co.Ltd(000826) .
3、 This transaction does not constitute reorganization and listing
After the completion of this transaction, Tus Environmental Science And Technology Development Co.Ltd(000826) will be delisted and cancelled as the merged party.
In March 2017, the notice of Henan provincial Party committee and Henan Provincial People’s Government on printing and distributing the reform promotion plan for state owned non industrial enterprises in Henan Province (YF [2017] No. 5) clearly pointed out that the functions of provincial enterprises were defined and classified, in which Henan Investment Group Co., Ltd. (hereinafter referred to as “Henan investment group”) was classified as functional enterprises, Functional enterprises take ensuring the operation of the national economy as the main goal, promote the marketization of public resource allocation, focus on the development of forward-looking strategic industries, and realize the organic unity of economic and social benefits; Entrust Henan Provincial Department of finance to perform the duties of state-owned assets contributor of functional and public welfare enterprises performed by relevant provincial departments such as Henan Provincial Development and Reform Commission.
According to the above notice, the people’s Government of Henan Province issued the reply of the people’s Government of Henan Province on changing the organization of Henan Investment Group Co., Ltd. to perform the responsibilities of the contributor (YZW [2019] No. 128), authorizing the Department of finance of Henan Province to perform the responsibilities of the contributor to Henan investment group, and the development and Reform Commission of Henan Province will no longer perform the relevant responsibilities. On January 10, 2020, Henan investment group completed the industrial and commercial change registration procedures for the above changes.
Therefore, the above change of the investor of Henan investment group belongs to the overall adjustment of state-owned assets supervision and administration. The controlling shareholder of City Development Environment Co.Ltd(000885) is still Henan investment group, the actual controller is changed from Henan development and Reform Commission to Henan Provincial Department of finance, and the final investor of City Development Environment Co.Ltd(000885) controlling shareholder Henan investment group is always Henan Provincial People’s government, The final actual control relationship of Henan Provincial People’s government over the company has not changed. Therefore, the actual control of City Development Environment Co.Ltd(000885) has not changed within 36 months before this transaction.
After the completion of this transaction, the controlling shareholder of City Development Environment Co.Ltd(000885) is still Henan investment group, the actual controller is still Henan Provincial Department of finance, the final contributor is still Henan Provincial People’s government, and the actual control right of City Development Environment Co.Ltd(000885) has not changed. Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 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 on whether this transaction constitutes a major asset reorganization, related party transactions and reorganization and listing)
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors 24 January 2002
