Securities code: 002586 securities abbreviation: * ST sea reclamation Announcement No.: 2022-034 Zhejiang Reclaim Construction Group Co.Ltd(002586)
2021 annual performance forecast
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Risk tips:
1. This performance forecast is the result of the preliminary calculation of the company's financial department. Without the audit of certified public accountants, the specific financial data of the operating performance in 2021 will be subject to the data disclosed in the company's 2021 annual report.
2. Based on the audit and evaluation results of Shanghai Millennium urban planning and Engineering Design Co., Ltd. (hereinafter referred to as "Shanghai Millennium"), the impact of Shanghai Millennium goodwill impairment and owner's equity on the company's performance in 2021 and the owner's equity attributable to the shareholders of the listed company has not been considered in this performance forecast. Due to the uncertainty of the final results of Shanghai Millennium audit and evaluation, it may have a significant impact on the performance of this year. Please invest rationally and pay attention to risks.
3. According to the agreement on restoration of control signed by the company, Shanghai Millennium Engineering Investment Management Co., Ltd. (hereinafter referred to as "Millennium Investment") and Zhong Chengrong and the actual implementation of the agreement, the company has restored its control over Shanghai millennium from December 31, 2021. Due to the consolidated income statement from the date of obtaining control to the end of the current period There is no actual amount in the cash flow statement, so the company may have a great impact on the company's total assets, owner's equity and other subjects after merging the Shanghai Millennium statements. The final impact of this consolidated statement has not been determined, and the opinion of the accountant shall prevail.
4. The type of audit opinion issued by the company's 2020 annual auditor Asia Pacific (Group) accounting firm (special general partnership) on the company's 2020 annual financial report is qualified. According to the problems existing in the decision on administrative supervision measures ([2021] No. 25 and [2021] No. 26) issued by Ningbo regulatory bureau of China Securities Regulatory Commission, The audit opinion of the company's 2020 annual report will be adjusted to negative opinion or unable to express opinions. Due to the adjustment of audit opinion, the company will touch the delisting risk warning in article 9.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), According to the relevant requirements of the notice on Issuing the Listing Rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294), the company will continue to implement delisting risk warning. Please invest rationally and pay attention to risks.
5. According to article 9.3.11 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), if the company's 2021 annual report indicates that the company has any of the circumstances listed in article 9.3.11, Shenzhen Stock Exchange will decide to terminate the listing and trading of the company's shares.
1、 Expected performance of the current period
1. Performance forecast period: January 1, 2021 to December 31, 2021
2. Performance forecast:
☑ Companies whose stock trading has been warned of delisting risk (applicable to annual performance forecast):
Performance forecast by interval
The same period of last year in the current fiscal year
Profit attributable to listed companies: 125 million yuan – 185 million yuan
The net profit of shareholders increased by 146.00% over the same period of last year - loss: 271.7373 million yuan, 168.08%
Profit after deducting non recurring losses: 32 million yuan – 92 million yuan
The net profit after profit increased by 123.25% over the same period of last year, and the loss was 137.6086 million yuan - 166.08%
Basic earnings per share: 0.11 yuan / share – 0.17 yuan / share; loss: 0.24 yuan / share
Operating income: 2360 million yuan – 2460 million yuan 1975083100 yuan
Operating income after deduction: 2358 million yuan – 2458 million yuan 1971753200 yuan
The end of the current fiscal year and the end of the previous year
Attributable to listed companies
The owner's right of shareholders is 3350 million yuan – 3420 million yuan and 322758500 yuan
benefit
2、 Communication with accounting firms
The relevant data of this performance forecast has not been audited by an accounting firm. The company has conducted pre communication with the accounting firm on the performance forecast, and there is no difference between the company and the accounting firm on the performance forecast. 3、 Explanation of performance change reasons
1. Reasons for profit changes:
(1) Part of the subdivisional works of the construction project and supporting works of Xiangshan Harbor wind shelter anchorage in Fenghua District, Ningbo city invested and constructed by the company, and the reclamation construction - (phased operation) handover project on both sides of Jiantang River in Hangzhou Bay New Area, Ningbo City, have been completed and accepted in this year, and the interest income during the construction period of BT project is recognized in this year, The net profit attributable to the owner of the parent company in this year will be increased by about 208 million yuan.
(2) After the delisting risk warning was implemented, some projects showed signs of potential losses due to funds. Based on the consideration of relative prudence, the provision of credit impairment loss and contract asset impairment loss increased compared with the previous year. (3) During the reporting period, it is estimated that the impact of non recurring profits and losses on the net profit attributable to the shareholders of the listed company is about 93.5651 million yuan, which is mainly due to the company's final judgment of Gu Wenju's illegal guarantee case (the company is liable for compensation for the failure of Zhejiang Weihai Holding Group Co., Ltd. to pay off the principal, loan interest and attorney's agency fee), Reached an implementation settlement agreement with Gu Wenju (the company paid a total of 41.5 million yuan of compensation liability), and reversed part of the estimated loss of 99.1316 million yuan confirmed in previous years during the reporting period.
(4) The total estimated guarantee loss of pending litigation in 2021 is 17.7102 million yuan, the total estimated guarantee loss of pending litigation in 2020 is 136.1484 million yuan, and the provision in 2021 is 118.4382 million yuan less than that in 2020.
2. Reasons for changes in operating income:
During the reporting period, the company actively cooperated with the manager to promote the reorganization procedure, and made every effort to promote the unsealing of bank accounts, credit restoration and other work. The operation of the company is getting better and the business income is gradually recovering.
4、 Risk tips
1. This performance forecast is the result of the preliminary calculation of the company's financial department. Without the audit of certified public accountants, the specific financial data of the operating performance in 2021 will be subject to the data disclosed in the company's 2021 annual report.
2. On December 31, 2021, the company regained control over Shanghai millennium, and its statements will be included in the scope of the company's consolidated statements. As Shanghai millennium has just regained control, its specific financial status and operating results need to be audited and confirmed, and the specific impact can be determined only after the audit is completed. In view of the fact that the 2019 annual report cannot express opinions, one of the bases for the formation is that "in 2019, the company fully accrued the impairment provision for the goodwill of RMB 700.805 million formed by its acquisition of 89.45975% equity of Shanghai Millennium urban planning and Engineering Design Co., Ltd. in 2017. The accountant is unable to obtain sufficient and appropriate audit evidence on the rationality of the above impairment provision for business reputation." The company will hire an intermediary to retest the impairment of the goodwill formed by the acquisition of Shanghai millennium at the end of 2019, evaluate the long-term equity investment value of Shanghai millennium at the end of 2020 and 2021, and test the impairment of the goodwill value at the end of 2021. Based on the fact that the intermediary agency has not issued the audit and evaluation results of Shanghai millennium, the impact of Shanghai Millennium goodwill impairment and owner's equity on the company's performance in 2021 and the owner's equity attributable to the shareholders of the listed company has not been considered in this performance forecast.
Due to the uncertainty of the final results of Shanghai Millennium audit and evaluation, it may have a significant impact on the performance of this year. Please invest rationally and pay attention to risks.
3. According to the agreement on restoration of control signed by the company with Millennium Investment, Zhong Chengrong and other relevant parties and the actual implementation of the agreement, the company has resumed its control over Shanghai Millennium since December 31, 2021. According to the provisions of enterprise merger in the interpretation of accounting standards for Business Enterprises No. 5, the subsidiary added by enterprise merger under different control, The financial statements of the subsidiaries acquired in the current period shall be prepared based on the financial statements of the accounting period from the date of acquisition of control right to the end of the current period. Since there is no actual amount in the consolidated income statement and cash flow statement from the date of acquisition of control right to the end of the current period, the company's consolidation of Shanghai Millennium statements may have a great impact on the total assets, owner's equity and other subjects of the company, The final impact of the consolidated statements has not been determined, and the opinions of accountants shall prevail.
4. The type of audit opinion issued by the company's 2020 annual auditor Asia Pacific (Group) accounting firm (special general partnership) on the company's 2020 annual financial report is qualified. According to the problems existing in the decision on administrative supervision measures ([2021] No. 25 and [2021] No. 26) issued by Ningbo regulatory bureau of China Securities Regulatory Commission, The audit opinion of the company's 2020 annual report will be adjusted to negative opinion or unable to express opinions. Due to the adjustment of audit opinion, the company will touch the delisting risk warning in article 9.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), According to the relevant requirements of the notice on Issuing the Listing Rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294), the company will continue to implement delisting risk warning. Please invest rationally and pay attention to risks.
5、 According to article 9.3.11 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022): "if a listed company's stock trading is subject to delisting risk warning due to the circumstances in items (I) to (III) of paragraph 1 of article 9.3.1, and one of the following circumstances occurs in the first accounting year, the exchange decides to terminate its stock listing and Trading: (I) The audited net profit is negative and the operating income is less than 100 million yuan, or the net profit of the most recent fiscal year after retroactive restatement is negative and the operating income is less than 100 million yuan; (II) the audited ending net assets are negative, or the ending net assets of the latest fiscal year after retroactive restatement are negative; (III) the financial accounting report is issued with qualified opinions, unable to express opinions or negative opinions; (IV) failing to disclose the annual report guaranteed by more than half of the directors to be true, accurate and complete within the statutory time limit; (V) although it complies with the provisions of article 9.3.7, it fails to apply to the exchange for cancellation of delisting risk warning within the specified time limit; (VI) the withdrawal of delisting risk warning application was not approved by the exchange due to non-compliance with the provisions of article 9.3.7. " If the company's 2021 annual report indicates that the company has any of the circumstances listed in article 9.3.11, Shenzhen Stock Exchange will decide to terminate the listing and trading of the company's shares.
It is hereby announced.
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors
January 29, 2002
