Securities code: Zhejiang Reclaim Construction Group Co.Ltd(002586) securities abbreviation: ST sea reclamation Announcement No.: 2022097 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Progress announcement on other risk warning related matters of the company’s shares
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”) has been subject to other risk warnings since the opening of the market on May 29, 2019 due to the fact that the controlling shareholder Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as “Weihai holding” or “controlling shareholder”) and its related parties occupy funds and illegal guarantees.
2、 According to the administrative punishment decision ([2022] No. 1) issued by Ningbo regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as “Ningbo securities regulatory bureau”) “As of November 2021, the balance of funds occupied by ST’s employees and its controlling party was RMB 18.385 million, of which the balance of funds occupied by ST’s employees and its controlling party was RMB 6.6279 million, which was transferred to the sea by ST’s Wai project as of November 2021.”
3. On April 22, 2022, the controlling shareholder reorganization investor paid the company a total of 856386800 yuan for the acquisition of usufruct of illegal funds (illegal guarantee and capital occupation). The funds illegally occupied by the controlling shareholder of the company have been fully paid off. The annual audit institution of the company has issued an audit report on relevant matters.
1、 The company’s stock trading is subject to other risk warnings
The company disclosed the announcement on the company’s illegal guarantee, capital occupation and other matters on April 27, 2019. Due to the company’s violation of the prescribed procedures in providing external guarantees and occupying the funds of related parties, according to the relevant provisions of articles 13.3.1 and 13.3.2 of the listing rules, the company’s shares have been implemented with “other risk warning” since the opening of the market on May 29, 2019, and the abbreviation of the shares has been changed from “Waihai shares” to “St Waihai”.
The company disclosed the relevant progress of illegal guarantee and fund occupation through temporary announcement and regular report. For details and relevant progress, please refer to the announcement disclosed by the company on cninfo.com (Announcement No.: 2019021, 2019044, 2019045, 2019076, 2019090, 2020074, 2020083, 2020175, 2020189, 2020198, 2021030, 2021035, 2021090, 2021092, 2021095, 2021107, 2021113, 2021127, 2021156, 2022003, 2022033, 2022051, 2022059).
2、 Illegal guarantee, capital occupation and progress of the company
(I) controlling shareholders’ use of illegal listing guarantees and occupation of funds
According to the decision on administrative punishment ([2022] No. 1) issued by Ningbo securities regulatory bureau, “From July 2018 to July 2019, Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as Zhejiang Reclaim Construction Group Co.Ltd(002586) ) Provide guarantees for the related party Zhejiang Weihai Holding Group Co., Ltd. and its controlled companies, involving a total amount of 1.354 billion yuan. From October 2017 to March 2019, under the guidance and arrangement of Feng Quanhong, Zhejiang Reclaim Construction Group Co.Ltd(002586) provided 346.35 million yuan of funds to related parties such as longzo trading and Zhejiang JunGuan new materials Co., Ltd. controlled by Weihai holdings through indirect transfer of contract advance payment to suppliers and direct transfer of loans, involving related party transactions occupied by non operating funds of related parties. As of November 30, 2021, the balance of ST sea reclamation fund occupied by sea reclamation holding and its controlled companies was 851277900 yuan, of which 183850000 yuan was occupied by the employees of ST sea reclamation project department or labor service companies and other intermediaries, and 667427900 yuan was transferred to fund occupation due to the above guarantee matters. “
(II) progress of non operating fund occupation and settlement caused by illegal guarantee and fund occupation
1. The controlling shareholder entered the judicial procedure of bankruptcy reorganization due to insolvency, and the reorganization plan has been approved by the court. According to the restructuring plan and the restructuring investment agreement, the restructuring investors purchased 100% of the usufruct of the controlling shareholders’ illegal funds (i.e. the amount of illegal guarantee and fund occupation of the listed company) in cash, so as to resolve the problems of illegal guarantee and fund occupation of the listed company by the controlling shareholders. For details, see the announcement on the progress of bankruptcy and reorganization of controlling shareholders and the signing of reorganization investment agreement, the announcement on the progress of bankruptcy and reorganization of controlling shareholders and the court’s ruling and approval of reorganization plan and other relevant announcements on the bankruptcy and reorganization of controlling shareholders disclosed by the company. According to the reorganization plan and the reorganization investment agreement, the controlling shareholder reorganization investor has paid the company a total of 856386800 yuan for the acquisition of illegal capital usufruct on April 22, 2022. The funds illegally occupied by the controlling shareholder of the company have been fully paid off.
2. Zhongxinghua Certified Public Accountants (special general partnership), the annual audit institution of the company, has issued the audit report on the elimination of significant impact on matters involved in the non-standard opinions of the audit report of Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors in 2018, 2019 and 2020 (zhongxinghua Bao Zi [2022] No. 020033) and Special audit report on the summary of non operating capital occupation and other related capital transactions of Zhejiang Reclaim Construction Group Co.Ltd(002586) related parties (zthhhz [2022] No. 020036).
3、 Other instructions
1. The reorganization investor’s acquisition of illegal capital earning rights in cash constitutes a connected transaction, and the company has performed the necessary deliberation procedures. This matter has been deliberated and approved by the 45th meeting of the sixth board of directors, the 21st Meeting of the sixth board of supervisors and the first interim shareholders’ meeting in 2022. For details, see the company’s 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 resolution of the 45th meeting of the sixth board of directors, the resolution of the 21st Meeting of the sixth board of supervisors, the resolution of the first extraordinary general meeting in 2022 and other announcements.
2. According to the agreement related to the reorganization investor’s acquisition of the usufruct of illegal funds, the investor will automatically obtain the usufruct of illegal funds of the company after paying the consideration, which is as follows: 1) for the collection part of illegal guarantee litigation, the actual collection of such cases will be paid to Party A by the company after receiving such funds (deducting the relevant reasonable case handling costs reviewed and confirmed by Party A); 2) For the part occupied by funds, the cash distribution in the reorganization procedure is directly distributed to the investors.
3. The information disclosure media designated by the company are securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）, please make careful decisions and pay attention to investment risks.
It is hereby announced
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors April 30, 2002
