Securities code: Zhejiang Reclaim Construction Group Co.Ltd(002586) securities abbreviation: ST sea reclamation Announcement No.: 2022077 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Announcement on the delisting risk warning of the company's Stock Trading (after correction)
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") shares have delisting risk warnings and other risk warnings at the same time. After superposition, the company's stock abbreviation is still " ST Waihai" and the securities code is still " Zhejiang Reclaim Construction Group Co.Ltd(002586) ";
2. The daily limit for stock trading is still 5%.
3. After the implementation of risk warning, the company's shares continue to be traded on the risk warning board.
1、 Stock type, abbreviation, securities code and the starting date of delisting risk warning
1. The stock type is still RMB ordinary shares;
2. The stock abbreviation of the company is still " ST encircling the sea";
3. The stock code is still " Zhejiang Reclaim Construction Group Co.Ltd(002586) ";
4. After the implementation of delisting risk warning, the daily limit of stock trading is still 5%.
2、 Main reasons for continuing to implement delisting risk warning
As Asia Pacific (Group) accounting firm (special general partnership) changed the company's 2020 financial report to an audit report that could not express an opinion, the company's stock trading continued to be warned of delisting risk in accordance with article 9.3.1 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022).
3、 Opinions and specific measures of the board of directors of the company on striving to revoke the delisting risk warning
(I) important subsidiaries of the company are out of control
1. On December 29, 2021, the company reached an agreement with Shanghai Millennium Engineering Investment Management Co., Ltd., Zhong Chengrong, Tang Lei, Wang Yongchun and Luo Xiang on the restoration of Shanghai Millennium control, based on the principle of equality and voluntariness, and signed the agreement on restoration of control. The company held the 42nd meeting of the sixth board of directors and the 19th meeting of the sixth board of supervisors on December 30, 2021, The proposal on signing relevant agreements and related party transactions was deliberated and adopted.
On December 30, 2021, the company and the takeover working group authorized by the board of directors of Shanghai Millennium settled in the company's subsidiary Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (hereinafter referred to as "Shanghai Millennium") to transfer the relevant functions, data, personnel rights, financial data and qualification management of its management organization; The takeover working group took over all kinds of seals of Shanghai Millennium (including but not limited to: official seal, special seal for finance, seal of the board of directors, seal of supervisor, seal of legal representative, etc.), and the above handover process was witnessed by lawyers of Shanghai jintiancheng (Hangzhou) law firm. All the above handover procedures were completed in the evening of December 30, 2021. The company, Millennium Investment, Zhong Chengrong, Wang Yongchun, Tang Lei and Luo Xiang recognized that the handover of Shanghai Millennium control was completed on December 30, 2021. The company received the witness opinion of the law firm on the evening of December 30.
2. Strengthen the internal management of subsidiaries, urge subsidiaries to establish and improve the internal control system, improve the company's foreign investment management system and ensure its effective implementation. The general manager of each subsidiary is the first person in charge of the establishment and implementation of the internal control system, clarify the selection methods, responsibilities and authorities of appointed directors, supervisors and senior personnel, and establish the business plan, risk management procedures and performance appraisal system of subsidiaries, Establish efficient communication mechanisms and channels, urge subsidiaries to optimize internal management, timely feed back business conditions, timely submit important documents such as resolutions of the board of directors, resolutions of the general meeting of shareholders and financial statements, and timely understand and know the major events of subsidiaries, so as to prevent the subsidiaries from losing control and causing major risks.
3. Further strengthen the strength of the company's internal audit department and improve the company's internal control system through professionals; Strengthen the regular inspection and audit of subsidiaries at all levels and investment projects.
(II) fund occupation and illegal guarantee
1. The directors, supervisors and senior executives of the company will strengthen the study of securities laws and regulations, further optimize the corporate governance structure and standardize the operation of the three committees in accordance with the requirements of the CSRC and Shenzhen Stock Exchange on the standardized operation of listed companies, and fully protect the right of directors, supervisors and senior executives, especially independent directors, to know the major information of the company; Give full play to the functions of independent directors and the supervisory role of the board of supervisors and the Audit Committee; Strengthen the supervision and audit function of the internal audit department on the key links of the company's operation and internal control in advance, during and after the event; Restrict the non-standard decision-making and business behavior of the controlling shareholders and actual controllers, and prevent the recurrence of similar events;
2. Strengthen the construction of internal control system, refine and improve the internal compliance approval system and process, focus on strengthening seal management, and improve organizational efficiency and management level through information tools; Strengthen control over related party transactions, external guarantees, use of raised funds, major investments, information disclosure and other activities; Strengthen the supervision role of the audit committee and the internal audit department, and strengthen compliance review with the help of external institutions; Continuously improve information disclosure and investor relations management, and comprehensively improve the standardized governance level of listed companies.
3. Improve the project advance appropriation and project loan system, strictly review the approval and use of the funds of the project department, and the financial department checks during the implementation, and increase the irregular tracking and inspection of current accounts to prevent the recurrence of relevant problems;
4. Strengthen the internal audit work, strengthen the construction of the internal audit department, improve the real-time internal supervision process and prevent the implementation risk of internal control. The internal audit department of the company shall not only inspect the implementation of major matters such as related party transactions, external guarantees, securities investment, venture capital, external financial assistance, purchase or sale of assets and external investment, the company's large amount of capital transactions and the capital transactions of related parties at least once a quarter, but also issue a supervision and inspection report on the implementation of internal control and submit it to the board of directors. Once any abnormality is found, Timely request the board of directors of the company to take corresponding measures. At the same time, in order to prevent the reoccupation of funds by controlling shareholders and their related parties, the audit department and financial department of the company will pay real-time attention to and track the capital transactions of related parties of the company, regularly check the details of capital transactions between the company and related parties, and dynamically track and analyze the use of large amounts of funds by relevant business departments.
5. Organize the training and study of relevant personnel
The board of directors of the company instructed relevant departments to organize all middle and senior managers to study intensively on the norms of enterprise internal control, the basic requirements for the standardized operation of listed companies, the securities law and other relevant laws and regulations, so as to improve the awareness of standardized operation of relevant personnel.
6. Strictly fulfill the obligation of information disclosure
According to the measures for the administration of information disclosure of listed companies and relevant provisions, the company will timely perform the obligation of information disclosure in accordance with laws, regulations and regulatory requirements after the progress or elimination of the impact of the matter, so as to protect the interests of the listed company and all shareholders.
4、 Risk warning that the company's shares may be delisted
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 bourse for withdrawing the 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. Please pay attention to investment risks.
5、 During the implementation of delisting risk warning, the contact information of the company for investor consultation is as follows:
Tel.: 057487911788
Contact Fax: 057483887800
Contact address: No. 1009, Guangxian Road, high tech Zone, Ningbo
Postal Code: 315040
mail box: [email protected].
It is hereby announced.
Zhejiang Reclaim Construction Group Co.Ltd(002586)
Board of directors
April 18, 2002
