Securities code: 002586 securities abbreviation: * ST sea reclamation Announcement No.: 2022-038 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Announcement on the progress of bankruptcy reorganization of controlling shareholders
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.
1、 Overview of bankruptcy reorganization of controlling shareholders
The controlling shareholder of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "the company") Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as "the controlling shareholder" or "Weihai holding") stated in August 2020 that "it is unable to pay off the due debts", "the assets are insufficient to pay off all debts" and "it is obviously lack of solvency" Submit an application for reorganization to the court on the ground that "it has the value of rescuing the reorganization and the reorganization has high feasibility"; On November 26, 2020, Ningbo intermediate people's court ruled to accept the bankruptcy reorganization application of Weihai holding, and appointed Beijing Zhonglun (Shanghai) law firm, Zhejiang boning law firm and Zhonghui Certified Public Accountants (special general partnership) as the bankruptcy administrator (hereinafter referred to as the "Administrator"); In March 2021, the people's Court of Ningbo high tech Industrial Development Zone ruled that Zhejiang Weihai Clean Energy Investment Co., Ltd., Ningbo Gary Trading Co., Ltd., Zhejiang Weihai Trading Co., Ltd., Zhejiang Weihai Investment Co., Ltd., Zhejiang JunGuan new materials Co., Ltd., Ningbo Gaoxin District Gaoan Trading Co., Ltd Ningbo langzuo Trading Co., Ltd. and Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as "eight companies including Weihai holding") were merged and reorganized; On December 1, 2021, the manager of Weihai holdings finally decided to submit only the restructuring investment plan of Ningbo Shunnong Group Co., Ltd. (hereinafter referred to as "Ningbo Shunnong"), Shenzhen Branch of China Oriental Asset Management Co., Ltd. and Ningbo Yuanzhen Investment Management Co., Ltd. as joint restructuring investors; The manager of Weihai holdings sent a notice on December 27, 2021, and the creditors' meeting of Zhejiang Weihai Holdings Group Co., Ltd. and other eight companies originally scheduled to be held in the afternoon of December 24 was postponed; The manager of Weihai holdings sent the notice on December 30, 2021, and the second creditors' meeting of eight companies including Zhejiang Weihai Holdings Group Co., Ltd. was postponed to December 31, 2021. For details, please refer to the relevant announcements on the bankruptcy and reorganization of controlling shareholders disclosed by the company on August 26, 2020, August 31, December 1, December 26, 2021, January 22, March 9, May 26, September 4, October 28, November 10, December 4, December 14, December 28 and December 31.
2、 Progress
(I) postponement of creditors' meeting
Recently, the company received the notice of postponement of voting at the second creditors' meeting of the merger and reorganization of eight companies including Zhejiang Weihai Holding Group Co., Ltd. , which was sent by the manager. The main contents are as follows:
Since some creditors are still waiting for the approval of the draft reorganization plan by the superior department and apply to the manager for postponement of voting, in order to ensure the interests of all creditors, it is decided to postpone the voting period of the draft reorganization plan (the original voting date is February 10, 2022), and the specific extension time will be notified separately.
(II) specific conditions of antitrust review
Recently, the State Administration of market supervision and Administration issued to Ningbo Shunnong the decision not to carry out further examination in the antitrust examination of business concentration (anti execution second examination decision [2022] No. 69), the specific contents are as follows: "Ningbo Shunnong Group Co., Ltd.:
According to Article 25 of the anti monopoly law of the people's Republic of China, after preliminary examination, it is decided not to conduct further examination on the case of Ningbo Shunnong Group Co., Ltd. acquiring Zhejiang Reclaim Construction Group Co.Ltd(002586) equity. Your company can implement centralization from now on.
The case involves other matters other than the antitrust review of business concentration, which shall be handled in accordance with relevant laws. "
3、 Impact on the company and risk tips
1. The reorganization plans of eight companies including Weihai holdings need to be approved by the competent authorities, and the draft reorganization plan needs to be approved by the creditors' meeting and the court ruling. The results are uncertain. Please invest rationally and pay attention to risks.
2. If the subsequent restructuring of eight companies such as Weihai holdings is carried out smoothly, it will help to improve the asset liability structure of controlling shareholders, introduce strategic investors into listed companies, solve a series of problems such as illegal guarantee and capital occupation of the company by controlling shareholders, and the controlling shareholders and actual controllers of the company will be changed.
3. The company has been filed for investigation by the CSRC on suspicion of illegal information disclosure. At present, the company has received the decision on administrative punishment ([2022] No. 1) issued by Ningbo regulatory bureau of China Securities Regulatory Commission. For details, see the announcement on receiving the decision on administrative punishment and market entry prohibition disclosed by the company on cninfo.com on the same day.
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.
4、 Filing documents
1. Notice on postponement of voting at the second creditors' meeting of the merger and reorganization of eight companies including Zhejiang Weihai Holding Group Co., Ltd. < draft reorganization plan ";
2. Decision on no further review of antitrust review of concentration of Undertakings (anti execution second review decision [2022] No. 69)
It is hereby announced
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors
February 11, 2002
