Securities code: 000826 securities abbreviation: Tus Environmental Science And Technology Development Co.Ltd(000826) Announcement No.: 2022-007 Tus Environmental Science And Technology Development Co.Ltd(000826)
Announcement on resolutions of the 11th meeting of the 10th board of directors
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.
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) “) sent the notice of the 11th meeting of the 10th board of directors by e-mail and personal service on January 19, 2022, and the meeting was held by means of communication voting on January 21, 2022. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The board meeting was presided over by Mr. Wang Shugui, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this board meeting complies with the provisions of the company law and the articles of association. The following proposals were considered and adopted by the directors attending the meeting:
(I) proposal on compliance of City Development Environment Co.Ltd(000885) share exchange, absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) and related party transactions with relevant laws and regulations
Voting results: 9 in favor, 0 against and 0 abstention.
The motion was passed.
The main contents of this proposal are: in accordance with 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 relevant provisions of laws, regulations, departmental rules and normative documents (hereinafter referred to as “laws and regulations”) such as the provisions on regulating several issues of major asset restructuring of listed companies (hereinafter referred to as “provisions on several issues of restructuring”) and after self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that, City Development Environment Co.Ltd(000885) (hereinafter referred to as ” City Development Environment Co.Ltd(000885) “) intends to convert and absorb Tus Environmental Science And Technology Development Co.Ltd(000826) (hereinafter referred to as “this merger”) by issuing RMB common shares (A shares) to all shareholders of Tus Environmental Science And Technology Development Co.Ltd(000826) , which meets the requirements of relevant laws and regulations and various substantive conditions.
The independent directors have issued the independent opinions approved and agreed in advance.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(II) 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 specific scheme of this merger is as follows:
1. Overview of the consolidation scheme
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents: City Development Environment Co.Ltd(000885) it is proposed to exchange shares for absorption and merger Tus Environmental Science And Technology Development Co.Ltd(000826) by issuing shares, that is, City Development Environment Co.Ltd(000885) issues shares to all conversion shareholders of Tus Environmental Science And Technology Development Co.Ltd(000826) in exchange for Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by these shareholders.
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) . 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 “Shenzhen Stock Exchange”).
At the same time, City Development Environment Co.Ltd(000885) plans to raise supporting funds through non-public offering of shares to no more than 35 specific investors by means of inquiry. The raising of supporting funds is based on the successful implementation of the merger, but the merger is not based on the successful implementation of the raising of supporting funds. The success of the final raising of supporting funds does not affect the implementation of the merger.
2. Specific scheme of this merger
(1) Share exchange, absorption and merger of both parties
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: the merging party of this merger is City Development Environment Co.Ltd(000885) , and the merged party is Tus Environmental Science And Technology Development Co.Ltd(000826) .
(2) Type and par value of shares issued for share exchange
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents: City Development Environment Co.Ltd(000885) the type of shares issued in this merger is domestic listed RMB common shares (A shares), with a par value of 1.00 yuan per share.
(3) Share exchange object and merger implementation equity registration date
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: the issuance object of this merger is all the Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange shareholders registered after the closing of the market on the equity registration date of the merger, that is, the Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by the Tus Environmental Science And Technology Development Co.Ltd(000826) shareholders who have not declared, partially declared, have no right to declare or invalid to exercise the cash option on the equity registration date of the merger, And the Tus Environmental Science And Technology Development Co.Ltd(000826) shares held by the cash option provider due to the provision of cash option (except that City Development Environment Co.Ltd(000885) or its subsidiaries are the cash option provider), all of which will be converted into City Development Environment Co.Ltd(000885) shares issued due to this merger according to the share conversion ratio.
The board of directors of both parties to the merger will separately announce the equity registration date of the merger after the merger is approved by the CSRC. (4) Pricing basis, share exchange price and share exchange ratio
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: according to the reorganization management measures, the price of shares issued by listed companies shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time. Where the share exchange absorption merger involves a listed company, the share pricing and issuance of the listed company shall be implemented in accordance with the above provisions.
Through negotiation between both parties, in this merger, City Development Environment Co.Ltd(000885) stock exchange price is the average stock trading price of 120 trading days before the pricing base date, i.e. 10.35 yuan / share. If City Development Environment Co.Ltd(000885) ex rights and ex interests such as cash dividend, stock dividend, conversion of capital reserve into share capital and allotment of shares occur from the pricing base date to the stock exchange date (including the first and last two days), the above stock exchange price will be adjusted accordingly; The exchange price of Tus Environmental Science And Technology Development Co.Ltd(000826) is based on the average trading price of shares 120 trading days before the pricing base date, with a premium of 10%, i.e. 5.07 yuan / share. If Tus Environmental Science And Technology Development Co.Ltd(000826) ex rights and ex interests such as cash dividend, stock dividend, conversion of capital reserve into share capital and allotment of shares occur from the pricing base date to the exchange date (including the first and last two days), the above exchange price will be adjusted accordingly.
Each Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for City Development Environment Co.Ltd(000885) shares = Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange price / City Development Environment Co.Ltd(000885) share exchange price (the calculation result shall be rounded to four decimal places). According to the above formula, the share exchange ratio of Tus Environmental Science And Technology Development Co.Ltd(000826) and City Development Environment Co.Ltd(000885) is 1:0.4899, that is, each Tus Environmental Science And Technology Development Co.Ltd(000826) share can be exchanged for 0.4899 City Development Environment Co.Ltd(000885) shares.
From the price fixing base date to the stock exchange date (including the first and last two days), the share exchange ratio shall not be adjusted under any other circumstances, except for the distribution of cash dividends, stock dividends, conversion of capital reserve into share capital, allotment of shares and other ex rights and ex interests by either of the merging parties, or the need to adjust the stock exchange price in accordance with the requirements of relevant laws, regulations or regulatory authorities.
(5) Number of shares issued for conversion
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main content: up to now, City Development Environment Co.Ltd(000885) has a total of 642078255 shares. Without considering the cash option exercised by dissenting shareholders, the number of Tus Environmental Science And Technology Development Co.Ltd(000826) shares participating in the share exchange under this merger is 1430578784. Calculated with reference to the share exchange ratio, City Development Environment Co.Ltd(000885) is the number of shares issued in this merger, with a total of 700840547 shares (rounded up).
In case of ex right and ex interest matters such as cash dividend, stock dividend, conversion of capital reserve into share capital, allotment of shares, etc. from the pricing benchmark date to the stock exchange date (including the first and last two days), the number of shares issued by the above stock exchange will be adjusted accordingly.
The City Development Environment Co.Ltd(000885) shares obtained by the Tus Environmental Science And Technology Development Co.Ltd(000826) share exchange shareholder shall be an integer. If the number of Tus Environmental Science And Technology Development Co.Ltd(000826) shares held multiplied by the share exchange ratio is not an integer, one share shall be issued to each shareholder in turn according to the mantissa after the decimal point until the actual number of shares exchanged is consistent with the planned number of shares issued. If the number of shares with the same mantissa is more than the number of remaining shares, it shall be issued randomly by the computer system until the actual number of shares exchanged is consistent with the number of shares planned to be issued.
(6) Listing place of convertible shares
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents: City Development Environment Co.Ltd(000885) the shares issued in this merger will be listed and circulated on the main board of Shenzhen Stock Exchange.
(7) Protection mechanism of dissenting shareholders’ rights
Voting results: 9 in favor, 0 against and 0 abstention.
The matter was adopted.
Main contents:
1) City Development Environment Co.Ltd(000885) protection mechanism for dissenting shareholders
City Development Environment Co.Ltd(000885) dissenting shareholders refer to those who cast valid negative votes when voting on the relevant proposals on the merger plan and the sub proposals voted item by item and the relevant proposals on the merger agreement signed by both parties at the general meeting of shareholders held by City Development Environment Co.Ltd(000885) to vote on the merger, And has been holding the shares representing the right of objection until the implementation date of City Development Environment Co.Ltd(000885) dissenting shareholder’s acquisition claim, and City Development Environment Co.Ltd(000885) shareholders who perform relevant reporting procedures within the specified time.
In order to protect the interests of City Development Environment Co.Ltd(000885) shareholders and reduce the impact of City Development Environment Co.Ltd(000885) share price fluctuation on investors after the merger, according to the relevant provisions of the company law and the City Development Environment Co.Ltd(000885) articles of association, the acquisition request right of City Development Environment Co.Ltd(000885) dissenting shareholders will be given in the merger. City Development Environment Co.Ltd(000885) and / or its designated unrelated third party provide the acquisition request right to City Development Environment Co.Ltd(000885) dissenting shareholders, and the acquisition request right provider will be determined and announced before the shareholders’ meeting to review the merger. In this case, City Development Environment Co.Ltd(000885) dissenting shareholders shall not claim the acquisition claim right from any shareholder of City Development Environment Co.Ltd(000885) who agrees to the merger.
City Development Environment Co.Ltd(000885) the acquisition claim price of dissenting shareholders is the average stock trading price 120 trading days before the pricing benchmark date, i.e. 10.35 yuan / share. If City Development Environment Co.Ltd(000885) ex rights and ex interests such as cash dividends, stock dividends, conversion of capital reserve into share capital and allotment of shares occur from the pricing base date to the implementation date of acquisition claim (including the first and last two days), the price of acquisition claim will be adjusted accordingly.
The City Development Environment Co.Ltd(000885) dissenting shareholder exercising the acquisition request right can obtain the cash consideration paid by the acquisition request right provider according to the acquisition request right price for each City Development Environment Co.Ltd(000885) share effectively declared by him on the implementation date of the acquisition request right, and transfer the corresponding shares to the name of the acquisition request right provider. The acquisition request right provider shall acquire all City Development Environment Co.Ltd(000885) shares of City Development Environment Co.Ltd(000885) dissenting shareholders exercising the acquisition request right on the implementation date of the acquisition request right, and pay cash consideration accordingly.
The City Development Environment Co.Ltd(000885) dissenting shareholders registered in the register shall meet the following conditions at the same time:
① At the City Development Environment Co.Ltd(000885) general meeting of shareholders on the merger, effective negative votes were cast on the relevant proposals on the merger plan and the sub proposals voted one by one, and on the relevant proposals on the merger agreement signed by both parties;
② Since the equity registration date of the shareholders’ meeting at which City Development Environment Co.Ltd(000885) deliberates the merger, as a effectively registered City Development Environment Co.Ltd(000885) shareholder, continue to hold shares representing the right of objection until the implementation date of the acquisition claim;
③ Successfully perform relevant reporting procedures during the reporting period of acquisition claims. Shareholders who meet the above conditions are only entitled to exercise the right of acquisition request for the shares they have voted against. If City Development Environment Co.Ltd(000885) dissenting shareholders sell their shares (including but not limited to judicial compulsory deduction, etc.) after the equity registration date of this City Development Environment Co.Ltd(000885) share exchange, absorption and merger shareholders’ meeting, the number of shares entitled to acquisition request shall be reduced accordingly; If City Development Environment Co.Ltd(000885) dissenting shareholders buy shares after the equity registration date of this City Development Environment Co.Ltd(000885) share exchange, absorption and merger shareholders’ meeting, the number of shares with acquisition request right will not increase, and these shares do not enjoy acquisition request right.
The registered City Development Environment Co.Ltd(000885) dissenting shareholders holding the following shares are not entitled to claim the right to exercise the acquisition request for their shares:
① There are City Development Environment Co.Ltd(000885) shares with rights restrictions, such as shares whose transfer is restricted by laws and regulations such as pledge, other third-party rights or judicial freezing;
② Its legal holder promises in writing to City Development Environment Co.Ltd(000885) to waive City Development Environment Co.Ltd(000885) dissenting shareholders’ right to purchase shares;
③ Other shares that may not exercise the right of acquisition request according to applicable laws.
The City Development Environment Co.Ltd(000885) dissenting shareholder who has submitted City Development Environment Co.Ltd(000885) shares as collateral for margin trading must transfer City Development Environment Co.Ltd(000885) shares from the customer credit guarantee account of the securities company to its ordinary securities account before the deadline of the declaration period of acquisition claim right, before exercising the acquisition claim right. The City Development Environment Co.Ltd(000885) dissenting shareholder who has carried out the agreed repurchase securities transaction must complete the early repurchase formalities in time before the deadline of the declaration period of the acquisition claim right before exercising the acquisition claim right.
If the merger plan is not approved or approved by the general meeting of shareholders of both parties to the merger or relevant government departments, resulting in the final impossibility of the merger, the City Development Environment Co.Ltd(000885) dissenting shareholders cannot exercise the right of acquisition request, nor can they claim any compensation or compensation from both parties to the merger.
The detailed arrangement of acquisition claim (including but not limited to the implementation date of acquisition claim, declaration, settlement and delivery of acquisition claim) will be determined by City Development Environment Co.Ltd(000885) after consultation with the acquisition claim provider, and the information will be disclosed in time in accordance with laws and regulations and the provisions of Shenzhen Stock Exchange.
2) Tus Environmental Science And Technology Development Co.Ltd(000826) protection mechanism for dissenting shareholders
Tus Environmental Science And Technology Development Co.Ltd(000826) dissenting shareholders refer to those who cast effective negative votes when voting on relevant proposals on the merger plan, sub proposals voted item by item and relevant proposals on the merger agreement signed by both parties at the general meeting of shareholders held by Tus Environmental Science And Technology Development Co.Ltd(000826) to vote on the merger, And has been holding the shares representing the right of objection until the implementation date of Tus Environmental Science And Technology Development Co.Ltd(000826) cash option of dissenting shareholders, and Tus Environmental Science And Technology Development Co.Ltd(000826) shareholders who perform relevant reporting procedures within the specified time.
In order to fully protect the rights and interests of Tus Environmental Science And Technology Development Co.Ltd(000826) all shareholders, especially minority shareholders, the merger will give Tus Environmental Science And Technology Development Co.Ltd(000826) dissenting shareholders the cash option. City Development Environment Co.Ltd(000885) and / or its designated unrelated third party provide cash option to Tus Environmental Science And Technology Development Co.Ltd(000826) dissenting shareholders, and the cash option provider will be determined and announced before the shareholders’ meeting to consider the merger. In this case, Tus Environmental Science And Technology Development Co.Ltd(000826) dissenting shareholders shall not claim the cash option from Tus Environmental Science And Technology Development Co.Ltd(000826) or any shareholder who agrees to the merger.
Tus Environmental Science And Technology Development Co.Ltd(000826) the cash option price of dissenting shareholders is the average stock trading price 120 trading days before the pricing benchmark date, i.e. 4.61 yuan / share. If Tus Environmental Science And Technology Development Co.Ltd(000826) ex right and ex interest events such as cash dividend, stock dividend, conversion of capital reserve to share capital and allotment of shares occur from the pricing base date to the implementation date of cash option (including the first and last two days), the price of cash option will be adjusted accordingly.
Exercise cash option
