Securities code: 002586 securities abbreviation: Zhejiang Reclaim Construction Group Co.Ltd(002586) Announcement No.: 2022-012 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Announcement on resolutions of the 45th meeting of the 6th board of directors
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.
The 45th meeting of the 6th board of directors of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as “the company”) was held by means of communication on January 12, 2022. Due to the urgency of relevant matters, all directors agreed to waive the three-day notice. There were 6 directors who should attend the meeting and 6 actually attended the meeting, which was in line with the relevant provisions of the company’s justice and the articles of association of the company. The meeting was presided over by Mr. Wang Wenqiang, chairman of the board. The following resolutions were adopted by voting:
1、 The proposal on selling illegal capital earning rights and related party transactions to Ningbo Shunnong Group Co., Ltd. and Ningbo Yuanzhen Investment Management Co., Ltd. was deliberated and adopted;
Voting results: 3 affirmative votes, 0 negative votes, 0 abstention votes and 3 abstention votes. Mr. Wang Wenqiang, the director, is the shareholder holding 99% of Yuanzhen investment and serves as the executive director of Yuanzhen investment. He constitutes an affiliated subject of the listed company and needs to avoid voting; The directors, Mr. Zhang ChenWang and Mr. Ge Mingliang, intend to increase the capital of Yuanzhen investment, which is intended to constitute the related subjects of the listed company and need to avoid voting. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions.
This transaction is part of the bankruptcy reorganization package of eight companies including Weihai holdings. If the follow-up related work is carried out smoothly, it will effectively solve a series of problems such as illegal guarantee, capital occupation and so on. At the same time, the transaction object is Ningbo Yuanzhen Investment Management Co., Ltd., which constitutes a connected transaction. See China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.cn for details info. com. cn. Announcement on the sale of illegal capital usufruct and related party transactions to Ningbo Shunnong Group Co., Ltd. and Ningbo Yuanzhen Investment Management Co., Ltd.
The interest days of the illegal funds are the days from the actual occupation date of each illegal fund (referring to the date of remittance from the company’s account) to the settlement date (i.e. the date when the company receives the payment for the acquisition of usufruct under this agreement paid by Ningbo Shunnong and Yuanzhen investment); The interest days of the case handling cost of illegal guarantee cases shall be the number of days occupied between the actual litigation expenses borne by the company (excluding the part refunded by the court), the payment date of reasonable lawyer fees reviewed and confirmed by Ningbo Shunnong and Yuanzhen investment and the settlement date (i.e. the date when the company receives the payment for the acquisition of usufruct under this agreement paid by Ningbo fangshunnong and Yuanzhen investment). Among them, the occupation of illegal funds is calculated at the benchmark interest rate of one-year loan of 4.35%, and the occupation of funds formed by illegal guarantee is calculated at the LPR interest rate of 3.85% – 4.25% on the day of actual occupation of funds publicized on the official website of the people’s Bank of China.
The general meeting of shareholders is requested to authorize the board of directors to have the following authority: after the transaction is finally approved by the creditors and the court as part of the bankruptcy reorganization plan of eight merged companies such as Weihai holdings, the board of directors is authorized to handle the relevant matters involved in the transaction, including but not limited to drafting / reviewing / revising the terms of the transaction and signing the relevant agreements related to the terms of the transaction.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was reviewed and adopted; Voting results: 6 in favor, 0 against and 0 abstention.
The company plans to hold the first extraordinary general meeting of shareholders in 2022 on January 28, 2022. See China Securities Journal, Shanghai Securities News, securities times, securities daily and http://www.cn.cn for details info. com. cn. Notice on convening the first extraordinary general meeting of shareholders in 2022.
3、 Documents for future reference:
Resolution of the 45th meeting of the 6th board of directors
It is hereby announced
Zhejiang Reclaim Construction Group Co.Ltd(002586)
Board of directors
January 13, 2002
