Securities code: 002586 securities abbreviation: Zhejiang Reclaim Construction Group Co.Ltd(002586) Announcement No.: 2022-014 Zhejiang Reclaim Construction Group Co.Ltd(002586)
About Ningbo Shunnong Group Co., Ltd
Ningbo Yuanzhen Investment Management Co., Ltd
Announcement on the sale of illegal capital usufruct and related party transactions
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 material omissions.
Important content tips:
1. Withdrawal of related directors: related directors Mr. Wang Wenqiang, Mr. Zhang ChenWang and Mr. Ge Mingliang withdrew from voting.
2. This event is conducive to accelerating the settlement progress of the company's funds occupied by major shareholders.
3. Because the subject matter is the right of return of illegal funds, there is judicial uncertainty whether the illegal funds can be recovered according to the demands of the listed company. The final amount cannot be obtained by evaluation, but the result of the court's judgment. Moreover, the effectiveness of judicial judgment execution also depends on the actual situation of the property available for execution of the person subjected to execution, which are unpredictable factors, After consulting a number of appraisal institutions with securities and futures qualification, the appraisal cannot be realized technically.
4. This matter has been deliberated and adopted at the 45th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors.
1、 Transaction overview
(I) background of this transaction
The controlling shareholder of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "the company", "listed company" or "Weihai shares") 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" "It has the rescue value of reorganization, and the reorganization has high feasibility"
Submit an application for reorganization to the court; On November 26, 2020, Ningbo intermediate people's court ruled to accept the bankruptcy reorganization application of Weihai holdings, 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 Trade Co., Ltd., Zhejiang Weihai Trade Co., Ltd., Zhejiang Weihai Investment Co., Ltd., Zhejiang JunGuan new materials Co., Ltd., Ningbo Gaoxin District Gaoan Trade 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.
In October 2021, Weihai holdings and other eight companies, managers and Ningbo Shunnong Group Co., Ltd. (hereinafter referred to as "Ningbo Shunnong"), Shenzhen Branch of China Oriental Asset Management Co., Ltd. or its designated entity (hereinafter referred to as "China Oriental") Ningbo Yuanzhen Investment Management Co., Ltd. (hereinafter referred to as "Yuanzhen investment") and the listed company signed the restructuring investment agreement of eight companies including Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as "investment agreement"). According to the signed restructuring investment agreement, The reorganizer plans to pay a total investment consideration of 1906230080.48 yuan, acquire 40.44% of the shares of the company held by Weihai holdings, acquire illegal capital usufruct such as illegal guarantee and capital occupation, and solve the problems of illegal guarantee and capital occupation of listed companies. Subsequently, the above restructuring investors Ningbo Shunnong and Yuanzhen investment have fulfilled the provisions of the investment agreement and paid RMB 200000000 in cash to the account opened in the name of the manager as the intention payment.
The reorganizer mentioned in the above investment restructuring agreement intends to pay a total investment consideration of 1906230080.48 yuan, of which the reorganizer intends to purchase the occupation of funds and illegal security interest rights with 881688359.51 yuan. Yuanzhen investment, one of the members of the consortium of reorganizers, is an affiliated legal person of the company, but the company did not timely perform the review procedures of transactions (including connected transactions) on October 28, 2021, and only disclosed the announcement on the progress of bankruptcy and reorganization of controlling shareholders and the signing of reorganization investment agreement. The main reasons for the company's failure to perform relevant procedures are as follows: 1 The listed company has withdrawn 100% impairment provision for the illegal capital creditor's rights of RMB 881688359.51 agreed in the reorganization investment agreement, and the book value is 0; 2. In the case of illegal guarantee and fund occupation suspected by Weihai holdings and related parties of 881688359.51 yuan, there is a possibility that some of them will not win the lawsuit, and the restructuring party is willing to participate in the acquisition of the usufruct of illegal funds with the original value of 881688359.51 yuan. And Article 5.1 of the reorganization investment agreement stipulates that the company shall deduct relevant case handling costs before paying to the reorganization party after receiving the payment from the litigation case; 3. At that time, the board of directors and management believed that this transaction was the consideration of the reorganizer to rescue the listed company through blood transfusion, which was completely beneficial to the listed company and minority shareholders; 4. The restructuring investment agreement is a conditional agreement and does not take effect immediately.
On December 2, 2021, the company received the statement on the progress of merger, bankruptcy and reorganization of Zhejiang Weihai Holding Group Co., Ltd. issued by the manager, informing the company's manager that during the reorganization period, the manager received the intended investment applications of several intended reorganization investors, and signed corresponding restructuring investment intention agreements with some intended reorganization investors. After several rounds of selection of each reorganization investment plan, according to Article 79 of the enterprise bankruptcy law, the manager finally determined on December 1, 2021 that only Ningbo Shunnong, China Oriental and Yuanzhen investment should be submitted as joint reorganization investors.
For details of the above, please refer to cninfo.com on August 26, August 31, December 1, December 26, 2020, January 22, March 9, May 26, September 4, October 28, November 10, December 4, December 14, December 28 and December 31, 2021（ http://www.cn.info.com.cn. ）Disclosed relevant announcements on the bankruptcy reorganization of the controlling shareholder and the participation of Ningbo Shunnong and other restructuring parties.
To sum up, the illegal capital usufruct transaction is part of the whole bankruptcy reorganization package. Yuanzhen investment's participation in the illegal capital usufruct transaction is to solve the problems of illegal guarantee and capital occupation of listed companies, and provide blood transfusion and relief for listed companies, which is beneficial to listed companies and all their shareholders.
(II) basic information of this transaction
Ningbo Shunnong Group Co., Ltd., Ningbo Yuanzhen Investment Management Co., Ltd., the company and the manager of Weihai holdings intend to sign the Zhejiang Reclaim Construction Group Co.Ltd(002586) usufruct transfer agreement (hereinafter referred to as the "usufruct transfer agreement"). The usufruct transfer agreement to be signed this time is Yuanzhen investment Ningbo Shunnong and other reorganizers arranged to acquire the usufruct of 856386842.06 yuan of illegal funds such as illegal guarantee and fund occupation of the company (subject to the latest illegal guarantee and fund occupation data of Weihai shares at the time of signing this agreement, so it was adjusted from 881688359.51 yuan to 856386842.06 yuan).
Among them, for the part of RMB 504154933.92 of the illegal capital return right of Ningbo Shunnong acquisition company, the corresponding payment proportion is 58.87%, and for the part of RMB 352231908.14 of the illegal capital return right of Yuanzhen investment acquisition company, the corresponding payment proportion is 41.13%.
The above illegal guarantee, fund occupation and other illegal funds of 856386842.06 yuan do not include the interest generated, and the counterparty still needs to pay the corresponding interest. According to the calculation of the company, as of December 31, 2021, the company still needs to pay the corresponding interest of illegal guarantee, fund occupation and other illegal funds of 80293378.67 yuan.
(III) relationship
The current chairman of the company is Wang Wenqiang. At present, Wang Wenqiang is the shareholder holding 99% of Yuanzhen investment and serves as the executive director of Yuanzhen investment. According to articles 10.1.3 and 10.1.5 of the Listing Rules of Shenzhen Stock Exchange, Yuanzhen investment constitutes the affiliated legal person of the listed company. Therefore, this transaction constitutes a connected transaction. The company held the 45th meeting of the 6th board of directors on January 12, 2022. The related directors avoided voting in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2020) and the articles of association, and the non related directors agreed with 3 votes and opposed with 0 votes, 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 with 0 abstention. The independent directors of the company approved the proposal in advance and expressed their independent opinions. According to the deliberation authority of the general meeting of shareholders in Article 130 of the articles of association, the amount of this connected transaction is more than 30 million yuan and accounts for more than 5% of the absolute value of the latest audited net assets. Therefore, the proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation and approval.
The premise for the reorganizer to participate in the reorganization investment is to expect the listed company to ensure its listing status. If the problems of illegal guarantee and capital occupation are not solved, the listed company may be delisted. Therefore, the transfer of usufruct is a part of the reorganization investment plan. If the company's controlling shareholder Weihai holding hopes to realize the reorganization investment plan, it must promote the transfer of usufruct right at a later meeting. Therefore, the controlling shareholder has an interest in this transaction, and the related shareholder Weihai holding shall avoid voting.
(IV) according to Article 20 of the measures for the administration of major asset restructuring of listed companies (2020 Amendment), the purchase or sale of assets by a listed company and its holding or controlled companies that meet one of the following standards constitutes a major asset restructuring: (I) purchase The total assets sold account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial and accounting report in the latest fiscal year; (II) the operating income generated by the assets purchased and sold in the most recent fiscal year accounts for more than 50% of the operating income of the listed company in the audited consolidated financial and accounting report in the same period; (III) the net assets purchased and sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial and accounting report of the latest accounting year, and more than 50 million yuan.
The consideration for the company to sell the usufruct of illegal funds is 856386842.06 yuan, and the audited total assets of the company in 2020 is 8129486565.42 yuan. This transaction does not meet 50% of the requirements in Item 1 of the above provisions; The consideration for the company to sell the usufruct of illegal funds is 856386842.06 yuan, and the audited net asset data of the company in 2020 is 3227585032.46 yuan. This transaction does not meet 50% of the requirements in Item 3 of the above provisions; The subject matter of the above transaction is the usufruct, which does not involve operating income, and the second paragraph of the above provisions is not applicable
2、 Basic information of counterparty (including related parties)
1. Ningbo Shunnong Group Co., Ltd
(1) Basic information
Legal representative: Shen haibiao
Registered capital: 600 million yuan
Date of establishment: April 29, 2001
Registered address: No. 1, Nanlei South Road, Yuyao City, Zhejiang Province
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit Code: 91330281728104689k
Ownership structure: Yuyao Shuncai Investment Holding Co., Ltd. holds 100% of the shares
Actual controller: Yuyao state owned Assets Management Office
Business scope: general items: management of flood control and waterlogging elimination facilities; Water conservancy related consulting services; Water resources management; Land improvement services; Grain cultivation; Vegetable planting; Engaging in investment activities with its own funds; Information consulting services (excluding licensed information consulting services); Socio economic advisory services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of building materials; Sales of building decoration materials; Sales of metal materials; Sales of agricultural machinery; Tree planting and management; Development and management of rural folk crafts and products, leisure agriculture and rural tourism resources; Flower planting; Cotton planting; Sales of engineering plastics and synthetic resin (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Permitted projects: various engineering construction activities; Natural water collection and distribution (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results).
Historical evolution:
1) Ningbo Shunnong
Ningbo Shunnong Group Co., Ltd. was established in April 2001 as "Yuyao water resources investment and Development Co., Ltd.", The former Yuyao state owned assets administration invested and established a wholly state-owned limited company with a registered capital of 260 million yuan in accordance with the reply on agreeing to establish Yuyao water resources investment and Development Co., Ltd. (Yu gaifa [2001] No. 78) issued by Yuyao Municipal People's Government on April 19, 2001, It was verified and confirmed by the capital verification report (Yu Yong Hui Yan [2001] No. 243) issued by Yuyao Yongxin certified public accountants. The business scope at the time of establishment is: urban flood control, water resources development, reclamation of farmland, continuous land development and other water conservancy related project investment and development and technical consulting services.
2) Ningbo Shunnong capital increase
According to the provisions of the amendment to the articles of association in Yu Guo Zi [2011] No. 71 document of the office of Yuyao state owned Assets Management Commission on August 25, 2011, Ningbo Shunnong applied for an increase of registered capital of 340 million yuan, which was fully appropriated by Yuyao finance. The changed registered capital was 600 million yuan only. The registered capital was invested in currency, and all the funds were in place before September 8, 2011, The capital verification report issued by Yuyao Zhongcheng certified public accountants Co., Ltd. (Yuzhong Huijian)
