Zhejiang Reclaim Construction Group Co.Ltd(002586)
Semi annual report for 2020
August 2020
Section I important tips, contents and definitions
The board of directors, the board of supervisors and other directors, supervisors and senior managers except for the directors, supervisors and senior managers who have objection statements below guarantee that the contents of the semi annual report are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. Objection statement of directors, supervisors and senior managers
Name, title, content and reason
The statement of “the company loses control over Shanghai Millennium” in the report is relatively one-sided. There are great differences between the company and the current management of millennium on the convening of the Millennium Zhang ChenWang extraordinary general meeting of directors and the legitimacy of the results. In addition to the above, I guarantee that other contents of the report are accurate, true and complete.
Zhang ChenWang, the director, said that the statement of “the company loses control over Shanghai Millennium” in the report is relatively one-sided, and there are great differences between the company and the current management of millennium on the legitimacy of the convening and results of the Millennium extraordinary general meeting of shareholders. In addition to the above, I guarantee that other contents of the report are accurate, true and complete.
Wu Liangyong, the person in charge of the company, Wu Liangyong, the person in charge of accounting, and Chen Jingyu, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in this semi annual report.
All directors have attended the meeting of the board of directors to consider this report.
The forward-looking statements such as development strategies and plans involved in this report do not constitute the company’s substantive commitment to investors. Investors and relevant persons should maintain sufficient risk awareness and understand the differences between plans, forecasts and commitments. Please pay attention to investment risks.
Remind investors to pay special attention: 1. On April 20, August 12 and August 17, 2020, the company received the supervision reminder letter (yzjh [2020] No. 27), the letter on paying attention to Zhejiang Reclaim Construction Group Co.Ltd(002586) supervision (yzjh [2020] No. 95) and the prior notice of administrative supervision measures (yzjg [2020] No. 7) issued by Ningbo regulatory bureau of China Securities Regulatory Commission, Among them: (1) the supervision reminder letter (YJH [2020] No. 27) mentioned that the company may be suspected of being occupied by the controlling shareholders and related parties through the employees of the project Department of listed companies or labor service companies and other intermediaries, involving an initial amount of 502 million yuan. The board of directors of the company attached great importance to the above suspected fund occupation matters and instructed the management to establish a self inspection team to sort out the suspected fund occupation matters one by one. At the same time, in order to ensure the authenticity and objectivity of the verification work, the company hired Zhongxi Certified Public Accountants (special general partnership) to assist in the self-examination. Up to now, the accountant has issued more than 130 confirmation letters, interviewed more than 30 people, inspected hundreds of funds, and reviewed many materials such as contracts, settlement sheets, payment proportion of project progress payment, bank receipts, etc. because of the huge workload and the confirmation and supplement of some intermediate links are still in progress, the company cannot disclose the self-examination results when announcing the semi annual report, and the company will determine the self-examination results as soon as possible. (2) The letter on the supervision of Zhejiang Reclaim Construction Group Co.Ltd(002586) to pay attention to (YJH [2020] No. 95) mentioned that in 2019, the company was transferred to the margin account of Chang’an bank due to the deposit certificate of Chang’an Bank of 600 million yuan, all the monetary funds of 600 million yuan were adjusted to other receivables from the controlling shareholder related parties Ningbo langzuo Trading Co., Ltd. and Zhejiang Weihai Trading Co., Ltd., and the asset impairment loss was fully accrued. Ningbo Securities Regulatory Bureau requires the company, in combination with the provisions of Article 18 of the minutes of the civil and commercial trial meeting of the national courts and Article 7 of the interpretation on Several Issues concerning the application of the guarantee law of the people’s Republic of China and other relevant documents issued by the Supreme People’s court, to hire intermediaries with securities and futures qualifications to express special opinions and disclose to the public within one month on whether the above accounting treatment matters are in compliance. At present, the above work is still in progress and is not expected to be completed before the semi annual report. In addition, the company recently sent a working group to Baoji, Shaanxi Province to communicate with the president and attorney of the bank involved. Up to now, the relevant procedures for the transfer of the case from Ningbo intermediate people’s court to Baoji intermediate people’s court have not been completed. In this regard, the company will continue to follow up the work related to litigation and safeguard the interests of listed companies. (3) On August 17, 2020, the company received the advance notice of administrative regulatory measures (yzjg Zi [2020] No. 7) issued by Ningbo regulatory bureau of China Securities Regulatory Commission to Ms. Feng Tingting, the chairman of the company, which mentioned the following problems: when the company accrued the impairment of business reputation in the 2019 annual report, there were “changes in the asset group, and the management of the company did not provide a reasonable basis for the change of the asset group” “When predicting the future cash flow of the asset group related to goodwill, it is not based on the latest financial budget or forecast data approved by the enterprise management, and some indicators of the forecast are not based on sufficient basis”. The board of directors and management of the company attach great importance to the above problems. In order to ensure the authenticity and accuracy of goodwill impairment results, the company plans to hire a professional evaluation organization to issue a special evaluation report on goodwill impairment test. However, since the company has lost control of Shanghai millennium, the Appraisers cannot enter the site and start the relevant evaluation work. The company plans to solve the above problems through a variety of measures in the future. At present, there is no clear conclusion on the above (1), (2) and (3) matters. The company is actively hiring qualified intermediaries to express opinions on the above matters. After the relevant matters are clear, the company will conduct financial treatment according to the relevant conclusions, which may have a great impact on the company’s financial statements and draw the attention of investors to the risks.
2. As the new directors and supervisors were unable to perform their duties in Millennium design, Millennium design refused to provide financial data, resulting in the company’s inability to know its financial status and operating results, the company lost control of Shanghai millennium, so the company did not include it in the scope of consolidated statements in the reporting period.
3. The controlling shareholder of the company has submitted a reorganization application to Ningbo intermediate people’s court. Whether the reorganization application can be accepted by the court and whether the controlling shareholder of the company enters the reorganization procedure is still subject to major uncertainty.
If the reorganization is successfully implemented, it will help to improve the asset liability structure of controlling shareholders, introduce strategic investors into listed companies, and solve a series of problems such as illegal guarantee and capital occupation of the company by controlling shareholders. If it cannot be implemented smoothly, the controlling shareholders will be at risk of being declared bankrupt. In addition to the above, the company has described in detail the possible risks and Countermeasures in the company’s operation in the section “X. risks and Countermeasures Faced by the company” in Section IV “discussion and analysis of operation” of this reporting period. Please pay attention to the relevant contents. The company plans not to distribute cash dividends, bonus shares or increase share capital with provident fund.
catalogue
Section I important tips, contents and definitions Section 2 company profile and main financial indicators Section 3 business summary of the company Section IV discussion and analysis of business situation 14 Section V important matters Section VI changes in shares and shareholders Section VII preferred shares Section VIII convertible corporate bonds Section IX directors, supervisors and senior managers 74 section 10 relevant information of corporate bonds 75 section Xi financial reporting Section 12 list of documents for future reference two hundred and fourteen
interpretation
Explanatory item refers to the explanatory content
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The company, the company, Weihai Co., Ltd. ST Weihai refers to Zhejiang Reclaim Construction Group Co.Ltd(002586)
Weihai holding refers to Zhejiang Weihai Holding Group Co., Ltd
Board of directors means the board of directors of Zhejiang Reclaim Construction Group Co.Ltd(002586) company
General meeting of shareholders refers to Zhejiang Reclaim Construction Group Co.Ltd(002586) general meeting of shareholders
Articles of association refers to Zhejiang Reclaim Construction Group Co.Ltd(002586) articles of association
Millennium design refers to Shanghai Millennium Urban Planning Engineering Design Co., Ltd
The reporting period refers to the period from January 1, 2020 to June 30, 2020
Yuan means RMB yuan
Section II Company Profile and main financial indicators
1、 Company profile
Stock abbreviation ST Waihai stock code Zhejiang Reclaim Construction Group Co.Ltd(002586)
The changed stock abbreviation (if any) is not applicable
Shenzhen Stock Exchange
Chinese name of the company Zhejiang Reclaim Construction Group Co.Ltd(002586)
Chinese abbreviation of the company (if any) Waihai Co., Ltd
Foreign language name of the company (if any) Zhejiang reclaim Construction Group Co., Ltd
Abbreviation of the company’s foreign name (if any) reclaim construction
Legal representative of the company: Wu Liangyong
2、 Contact person and contact information
Secretary of the board of directors and securities affairs representative
Name: Zhao Di, Xia shangning
Contact address: No. 1009, Guangxian Road, high tech Zone, Ningbo
Tel: 057487911788
Fax: 057487901002
E-mail [email protected]. [email protected].
3、 Other information 1. The company’s contact information, the company’s registered address, the company’s office address and postal code, whether the company’s website and e-mail box have changed during the reporting period □ applicable √ not applicable to the company’s registered address, the company’s office address and postal code, the company’s website and e-mail box have not changed during the reporting period. For details, please refer to the 2019 annual report. 2. Information disclosure and place of preparation whether the information disclosure and place of preparation have changed during the reporting period □ applicable √ not applicable to the name of the information disclosure newspaper selected by the company, the website designated by the CSRC that publishes the semi annual report, and the place of preparation of the semi annual report of the company has not changed during the reporting period. For details, please refer to the 2019 annual report.
4、 Major accounting data and financial indicators does the company need to retroactively adjust or restate the accounting data of previous years □ yes √ no
Increase or decrease in the reporting period compared with the same period of the previous year
Operating income (yuan): 70291280409147020250231 – 52.19%
Net profit attributable to shareholders of the listed company（
