Securities code: 002586 securities abbreviation: * ST sea reclamation Announcement No.: 2022-047 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Announcement of abnormal fluctuations in stock trading
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、 Abnormal fluctuations in stock trading
Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as the "company") shares (Securities abbreviation: * ST Waihai, securities code: 002586) fell by 13.63% in total on February 11, 2022, February 14, 2022 and February 15, 2022. According to the stock trading rules of Shenzhen Stock Exchange and other relevant provisions, it belongs to abnormal fluctuation of stock trading.
2、 Description of the company's concern and verification
In view of the abnormal fluctuation of the company's stock trading, the company checked the relevant matters and asked the controlling shareholder and actual controller of the company. The relevant information is as follows:
1. The company disclosed the progress of bankruptcy reorganization of controlling shareholders on August 26, August 31, December 1, December 26, 2020, January 22, March 9, May 26, July 6, September 4, October 28, November 10, December 4, December 14, December 28, December 31 and February 11, 2022. The company received a written statement from the manager of Weihai holdings, who finally decided to submit the restructuring investment plan of Ningbo Shunnong Group Co., Ltd., Shenzhen Branch of China Oriental Asset Management Co., Ltd. and Ningbo Yuanzhen Investment Management Co., Ltd. as joint restructuring investors; The draft reorganization plan was originally scheduled to be voted on February 10, 2022. After receiving the written statement from the manager of Weihai holdings, the company decided to extend the voting period of the draft reorganization plan, and the specific extension time will be notified separately.
2. On November 20 and 25, 2021, the company disclosed the announcement on the controlling shareholders, 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 institutions and accountants 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.
3. The company disclosed the announcement on signing relevant agreements and related party transactions on December 31, 2021. On December 29, 2021, the company reached an agreement with the Millennium investment related policies on the company's restoration of Shanghai Millennium control on the principle of equality and voluntariness, and signed the agreement on restoration of control.
4. On February 11, 2022, the company disclosed the announcement on receiving the decision on administrative punishment and market entry prohibition. The company was filed for investigation by the CSRC on suspicion of illegal information disclosure, On February 10, 2022, the company and relevant parties received the final punishment result administrative punishment decision ([2022] No. 1) and market entry prohibition decision ([2022] No. 1) issued by Ningbo regulatory bureau of China Securities Regulatory Commission.
5. The company disclosed the announcement on the freezing of the company's basic bank account on February 11, 2022. The frozen amount of the company's basic bank account was 8299632.63 yuan.
6. There is no need to correct or supplement the information disclosed by the company in the early stage; The company has not found any unpublished material information that may or has had a great impact on the company's stock price reported by the public media recently; The company's operation and internal and external business environment have not changed significantly; The company, the controlling shareholder and the actual controller have no major matters that should be disclosed but not disclosed by the company, and the controlling shareholder and the actual controller did not buy or sell the company's shares during the abnormal fluctuation of the company's stock trading.
3、 Whether there is a description of the information that should be disclosed but not disclosed
The board of directors of the company confirms that the company has no undisclosed matters or planning, negotiation, intention, agreement, etc. related to the matters that should be disclosed in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange; The board of directors has not been informed that the company has undisclosed information that should be disclosed in accordance with the stock listing rules of Shenzhen Stock Exchange and has a great impact on the trading price of the company's shares.
4、 Risk tips
1. Through self-examination, the company does not violate the fair disclosure of information.
2. On April 30, 2020, the company made a statement on cninfo (www.cn. Info. Com. CN.) Disclosed
Announcement on the delisting risk warning and suspension of the company's stock trading; On March 24, 2021, the company disclosed the announcement on the superimposed implementation of other risk warnings for the company's shares. Since the opening of the market on March 24, 2021, the company's shares have been superimposed and implemented other risk warnings.
3. On November 20 and 25, 2021, the company disclosed the announcement on the controlling shareholders, 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 institutions and accountants 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.
4. The company disclosed the performance forecast for 2021 on January 29, 2022. It is expected that the company will turn losses into profits in 2021. As of the disclosure date of this announcement, the above performance is not expected to be corrected. The specific financial data of the company in 2021 shall be subject to the annual report of the company in 2021. 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.
5. The company solemnly reminds investors: China Securities News, securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) For the information disclosure media selected by the company, all information of the company shall be subject to the information published in the above designated media. Investors are invited to invest rationally and pay attention to risks.
6. The company will conscientiously perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations. Please invest rationally and pay attention to investment risks.
It is hereby announced
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors
February 16, 2002
