Securities code: 000826 securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022-010
Tus Environmental Science And Technology Development Co.Ltd(000826)
The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the announcement on the revision 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,
There are no false records, misleading statements or major omissions in the announcement.
Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as “the company”, “listed company” or ” Tus Environmental Science And Technology Development Co.Ltd(000826) “) disclosed 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 relevant documents on the designated information disclosure media on January 23, 2021, On July 23, 2021, 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 (Revised Version) (hereinafter referred to as the “revised version of the plan”) and relevant documents were disclosed on the designated information disclosure media. After the disclosure of the revised plan, the company plans to adjust the transaction scheme according to the changes of relevant conditions and through consultation with the counterparty. According to relevant laws and regulations, the pricing benchmark date of this transaction was changed from the announcement date of the resolution of the sixth meeting of the tenth board of directors (July 23, 2021) to the announcement date of the resolution of the eleventh meeting of the tenth board of directors (January 24, 2022) to consider matters related to the adjustment of this transaction scheme.
In view of the relevant matters related to the adjustment of the transaction scheme, the company revised the revised draft of the plan, and the main contents of the revision are as follows:
1. In the “statement” of the revised draft, it is added that “some of the data involved in the plan have not been audited by an accounting firm in accordance with the provisions of the securities law, and some of the data of Tus Environmental Science And Technology Development Co.Ltd(000826) need to be retroactively adjusted according to the regulatory requirements, so investors are required to use it carefully”.
2. Supplement the adjustment of the transaction plan in the “tips on major events” of the revised draft, and update the transaction plan, the transaction is expected to constitute a major asset reorganization, the impact of the transaction on the equity structure of the merged surviving company, the decision-making process and approval of the transaction, and the important commitments of the parties involved in the transaction;
3. In the “major risk tips” and “Chapter IV Risk Factors” of the revised draft, the risks of suspension, suspension or cancellation, approval risk, unfinished audit and valuation work involved in this transaction, the risk that the operating price of the franchise project cannot be adjusted in time, the risk of overspending and delay of the project construction project The risks of failure to implement supporting financing or raising less than expected amount, debt and financing risks, asset impairment risks, and the risk of cancellation or recovery of franchise rights have been updated;
4. In the “chapter I overview of this transaction” of the revised draft, the transaction plan, the expected composition of this transaction, the decision-making process and approval of this transaction, the main contents of the merger agreement, and the impact of this transaction on the equity structure of the surviving company after the merger have been updated;
5. In “Chapter II basic information of merger takers” of the revised draft, the capital structure, the top ten shareholders and main financial data have been updated;
6. In the “Chapter III basic information of the merged party” of the revised draft, the capital structure and the top ten shareholders, the equity control diagram, the main financial data, the capital structure, the punishment and integrity of the merged party and its current directors, supervisors and senior managers have been updated;
7. In the “Chapter V other important matters” of the revised draft, the explanations on the purchase and sale of assets by the merging parties within 12 months before the transaction, and whether the stock price fluctuation of the merging parties before the merger announcement has reached 20% have been updated;
8. The opinions of independent directors of both parties have been updated in “Chapter VI opinions of independent directors on this transaction” of the revised draft.
9. In the “Chapter VII statements and commitments” of the revised draft, the statements of all directors, supervisors and senior managers of the merged party and all directors, supervisors and senior managers of the merged party have been updated.
It is hereby announced.
Tus Environmental Science And Technology Development Co.Ltd(000826) board of directors 24 January 2002
