Securities code: 002586 securities abbreviation: * ST sea reclamation Announcement No.: 2022-033 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Progress announcement on other risk warning related matters of the company's shares
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.
Special tips:
1. Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "the company") due to the situation that the controlled shareholder Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as "Weihai holding" or "controlling shareholder") and its related parties occupy funds and illegal guarantees, according to the relevant provisions of the rules for the listing of shares of Shenzhen Stock Exchange, The company's shares have been subject to other risk warnings since the opening of the market on May 29, 2019.
2、 According to the prior notice of administrative punishment (yzjg Zi [2021] No. 4) issued by Ningbo regulatory bureau of China Securities Regulatory Commission to the company, Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as * ST sea reclamation) from July 2018 to July 2019 under the guidance and arrangement of Feng Quanhong Provide guarantees for the related party Zhejiang Weihai Holding Group Co., Ltd. and its controlled companies, involving a total amount of 1.354 billion yuan. From October 2017 to March 2019, * ST Weihai provided funds totaling 346.35 million yuan to related parties such as longzo trading and Zhejiang JunGuan new materials Co., Ltd. controlled by Weihai holdings through indirect transfer of contract advance payment to suppliers and direct transfer of loans under the guidance and arrangement of Feng Quanhong, involving related party transactions occupied by non operating funds of related parties. As of November 30, 2021, the balance of * ST sea reclamation funds occupied by sea reclamation holding and its controlled companies was 851277900 yuan, of which 183850000 yuan was occupied through intermediaries such as Zhejiang Reclaim Construction Group Co.Ltd(002586) project department employees or labor service companies, and 667427900 yuan was transferred to fund occupation due to the above guarantee matters. "
1、 The main reasons for the implementation of other risk warnings in the company's stock trading
The company disclosed the announcement on the company's illegal guarantee, capital occupation and other matters on April 27, 2019. Due to the company's violation of the prescribed procedures in providing external guarantees and occupying the funds of related parties, according to the relevant provisions of articles 13.3.1 and 13.3.2 of the listing rules, the company's shares have been implemented with "other risk warning" since the opening of the market on May 29, 2019, and the abbreviation of the shares has been changed from "Waihai shares" to "St Waihai".
The company disclosed the relevant progress of illegal guarantee and fund occupation through temporary announcement and regular report. For details and relevant progress, see the announcement disclosed by the company on cninfo.com (Announcement No.: 2019-021, 2019-044, 2019-045, 2019-076, 2019-090, 2020-074, 2020-083, 2020-175, 2020-189, 2020-198, 2021-030, 2021-035, 2021-090, 2021-092, 2021-095, 2021-107, 2021-113, 2021-127 and 2021-156).
2、 Illegal guarantee, capital occupation and progress of the company
(I) fund occupation and progress:
According to the prior notice of administrative punishment (yzjg Zi [2021] No. 4) issued by Ningbo regulatory bureau of China Securities Regulatory Commission to the company, "From July 2018 to July 2019, Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as * ST sea reclamation) under the guidance and arrangement of Feng Quanhong" Provide guarantees for the related party Zhejiang Weihai Holding Group Co., Ltd. and its controlled companies, involving a total amount of 1.354 billion yuan. From October 2017 to March 2019, * ST Weihai provided funds totaling 346.35 million yuan to related parties such as longzo trade and Zhejiang JunGuan new materials Co., Ltd. controlled by Weihai holdings through indirect transfer of contract advance payment to suppliers and direct transfer of loans under the guidance of Feng Quanhong, involving related party transactions occupied by non operating funds of related parties. As of November 30, 2021, the balance of * ST sea reclamation fund occupied by sea reclamation holding and its controlled companies was 851277900 yuan, of which 183850000 yuan was occupied by the employees of * ST sea reclamation project department or labor service companies and other intermediaries, and 667427900 yuan was transferred to fund occupation due to the above guarantee matters. " As of the date of this announcement, the balance of * ST sea reclamation funds occupied by sea reclamation holding and its controlled companies has not been returned.
(II) situation and progress of illegal guarantee:
In 2018-2019, Mr. Feng Quanhong, the then legal representative and chairman of the company, provided guarantee for the financing of controlling shareholders and related parties in the name of the company without legal procedures. The specific situation and progress of illegal guarantee are as follows:
1. Case of illegal guarantee of Chang'an Bank:
From November 2018 to July 2019, the company and its wholly-owned subsidiary Zhejiang Weihai Construction Group Engineering Development Co., Ltd. (hereinafter referred to as "engineering development company") totaled 600 million yuan, and the certificate of large unit time deposit of Chang'an bank was successively regarded as the related party of the controlling shareholder, Zhejiang Weihai trade Co., Ltd Ningbo langzuo Trading Co., Ltd. and Hangzhou Changping Industrial Co., Ltd. issued guarantees for acceptance bills, involving a total of illegal guarantees
The amount is 700 million yuan, and the balance of illegal guarantees is 600 million yuan. The company and the engineering development company have a total of 600 million yuan of fixed deposit certificates of large units of Chang'an bank, which have been deducted by Chang'an bank for the return of bank advances.
In April 2021, the company and the engineering development company were accused of Baoji Huitong branch of Chang'an Bank Co., Ltd. and requested the court to invalidate the certificate of deposit pledge contract signed between the company, the engineering development company and Chang'an bank. At present, Baoji intermediate people's court has officially filed a case.
2. Gu Wenju's illegal guarantee case:
In July 2018, the controlling shareholder of the company borrowed 100 million yuan from Gu Wenju. Mr. Feng Quanhong, the then legal representative and chairman of the company, signed the letter of unlimited joint and several liability in the name of the company without legal procedures to provide guarantee for Weihai holdings. Later, because Weihai holdings failed to pay off the loan in full and on time, Gu Wensheng sued the borrower Weihai holdings, the company and other relevant parties, and the court of first instance ruled that the company should bear joint and several liability for repayment. The company appealed against the result of the first instance judgment.
In July 2021, the court of second instance ruled that the company should be liable for compensation for half of the unpaid part of Gu Wenju's principal, loan interest, lawyer's agency fee and other payments paid by Weihai holdings. According to the final judgment of the court, in order to minimize losses and safeguard the interests of the company, the company reached an implementation settlement agreement with Gu Wenju. After the company paid a total of 41.5 million yuan of compensation, the company was exempted from all compensation liabilities for the case, and the case has been closed.
3. Wang Chongliang's illegal guarantee case:
In September 2018, Mr. Feng Quanhong, one of the actual controllers of the company, signed the repayment agreement with WAIHAI holdings, Wang Chongliang and other relevant parties in the name of the company as the person jointly and severally liable for the loan without legal procedures. The company promised to bear unlimited joint and several liability for all debts of Waihai Holdings under the repayment agreement. Later, because Weihai holdings failed to return the principal and interest in full and on time, Wang Chongliang filed an arbitration application, asked Weihai holdings to return the principal and interest and liquidated damages, and asked the company to bear joint and several liability for repayment. In July 2020, the company received the ruling, which ruled that the company should bear joint and several liability for repayment. In September 2020, the court deducted the company's account funds according to the ruling. The company actually compensated 22.9169 million yuan (excluding litigation costs) for the illegal guarantee case, and the case has been closed.
4. Shao Zhiyun's illegal guarantee case:
In April 2019, Weihai holdings borrowed 7 million yuan from Shao Zhiyun. Mr. Feng Quanhong, one of the actual controllers of the company, signed the loan agreement in the name of the company as the loan guarantor without legal procedures. Later, because Weihai holdings failed to return the principal and interest in full and on time, Shao Zhiyun sued the court and asked the company and other guarantors to bear joint and several liability for repayment. In September 2020, the company received the final civil judgment of the court of second instance, which ruled that the company should bear one-third of the compensation liability (the case principal is 6.8 million yuan). At present, the company has paid external compensation, and the actual compensation is 3011000 yuan (excluding litigation costs). The case has been closed.
5. Zhonghong factoring violation guarantee case:
In February 2019, Weihai holdings and its related party Ningbo kehuai Trading Co., Ltd. (hereinafter referred to as "kehuai trading") signed a comprehensive service agreement with Zhonghong chuangrong commercial factoring (Shenzhen) Co., Ltd. (hereinafter referred to as "Zhonghong factoring"), and Zhonghong factoring provided kehuai trading with a maximum financing amount of RMB 370 million, Zhonghong factoring and kehuai trade will separately sign the China commercial factoring contract. Waihai shares undertakes unconditional repurchase commitment to the commercial factoring contract. The total amount of bills actually issued by Weihai holdings is 5 million yuan. The company's illegal guarantee balance is 5 million yuan, and the case has not caused litigation disputes yet.
3、 Solutions
The company continues to improve the internal control system and process and continuously strengthen the construction of internal control system; For litigation cases related to illegal guarantee, actively safeguard the legitimate rights and interests of listed companies through legal means; The company urges the controlling shareholders and related parties to actively raise funds through various forms, including but not limited to equity transfer and asset restructuring, and properly solve the problems of illegal guarantee and fund occupation, so as to eliminate or reduce the impact on the company.
4、 Other relevant risk tips
(I) eight companies including Weihai holdings and its related parties have entered the judicial process of bankruptcy reorganization. The company has declared the creditor's rights to the manager of Weihai holdings for the above illegal guarantee and capital occupation, and asked for repayment with priority creditor's rights. Whether the company's illegal guarantee and capital occupation can be solved through the bankruptcy reorganization of the controlling shareholder is still uncertain. Please invest rationally and pay attention to risks.
(II) in August 2019, due to the freezing of the company's main bank account, the company's shares were superimposed to implement "other risk warning"; In April 2020, because the audit institution issued an audit report that could not express an opinion on the company's 2019 annual financial report, the company's shares were implemented "delisting risk warning" since April 30, 2020. In March 2021, due to the major defects of important subsidiaries out of control, the audited institution of the company issued the internal control assurance report with negative opinions, and the company's shares were superimposed with other risk warnings since the opening of the market on March 24, 2021.
(III) the company has been filed for investigation by the CSRC on suspicion of violating laws and regulations in information disclosure. At present, the company has received the advance notice of administrative punishment (Yong Jian Zheng Gao Zi [2021] No. 4) issued by Ningbo regulatory bureau of China Securities Regulatory Commission. The notice belongs to the advance notice of administrative punishment and is not the final punishment decision. The final decision of administrative punishment made by Ningbo securities regulatory bureau shall prevail.
(IV) on November 20 and 25, 2021, the company disclosed the announcement on the controlling shareholder, the company and relevant personnel receiving the decision on administrative supervision measures issued by Ningbo regulatory bureau of China Securities Regulatory Commission and the announcement on the company's 2020 annual audit institution and accountant receiving the decision on administrative supervision measures, 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.
(V) the company will issue a prompt announcement once a month in accordance with the relevant provisions of the listing rules to timely disclose the progress of other risk warning matters. Please pay attention to the subsequent announcement of the company and pay attention to the investment risk.
It is hereby announced
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors
January 29, 2002
