Securities code: Zhejiang Reclaim Construction Group Co.Ltd(002586) securities abbreviation: ST sea reclamation Announcement No.: 2022065 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Announcement on the progress of bankruptcy reorganization of controlling shareholders and the court’s ruling to approve the reorganization plan
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
Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as “the company”), the controlling shareholder of Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as “the controlling shareholder” or “Weihai holding”) submitted an application for reorganization to the court in August 2020 on the grounds of “unable to pay off due debts”, “assets are insufficient to pay off all debts”, “obvious lack of solvency” and “having the value of reorganization and rescue and high feasibility of reorganization”; 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. For details, please refer to the relevant announcements on 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, December 31, February 11, March 25 and March 29, 2022.
2、 Progress of bankruptcy reorganization of controlling shareholders
On April 8, 2022, the company received the civil ruling of the people’s Court of Ningbo high tech Industrial Development Zone [(2020) zhe 0291 No. 1-7]. The court held that the merger and reorganization plan applied to the court for approval by the bankruptcy administrators of eight companies including Zhejiang Weihai Holding Group Co., Ltd. has been voted by all voting groups, its content does not violate the mandatory provisions of laws and regulations, and the conditions for the effectiveness of the reorganization plan have been met, It shall be approved according to law. In accordance with paragraph 2 of Article 86 of the enterprise bankruptcy law of the people’s Republic of China, the ruling is as follows:
“I. approve the merger and reorganization plan of Zhejiang Weihai Holding Group Co., Ltd., 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 high tech Zone Gaoan Trading Co., Ltd. and Ningbo langzuo Trading Co., Ltd;
2、 Terminate the merger and reorganization procedures of Zhejiang Weihai Holding Group Co., Ltd., 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 high tech Zone Gaoan Trading Co., Ltd. and Ningbo langzuo Trading Co., Ltd. “
3、 Impact on the company and risk tips
1. In accordance with the relevant provisions of the measures for the administration of the acquisition of listed companies, the company will request Ningbo Shunnong Group Co., Ltd., Shenzhen Branch of China Oriental Asset Management Co., Ltd. and Ningbo Yuanzhen Investment Management Co., Ltd. to fulfill the obligation of disclosure of changes in equity.
2. The successful reorganization of eight companies including Weihai holdings will solve a series of problems such as the illegal guarantee and capital occupation of the company by the controlling shareholders. The controlling shareholders and actual controllers of the company will change. The company will continue to pay attention to the progress of the matter and timely fulfill the corresponding information disclosure obligations in accordance with laws and regulations.
3. 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 or unable to express an opinion. 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 stock listing rules of Shenzhen Stock Exchange (revised in 2020) (SZS [2020] No. 1294), The company will continue to implement delisting risk warning.
4. 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.
4、 Filing documents
1. Civil ruling of the people’s Court of Ningbo high tech Industrial Development Zone [(2020) zhe 0291 Po No. 1-7]
It is hereby announced
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors
April 11, 2002
