Zhejiang Reclaim Construction Group Co.Ltd(002586)
2019 Annual Report
April 2020
Section I important tips, contents and definitions
The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that the contents of the annual report are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
Fu Xianyang, the person in charge of the company, Fu Xianyang, the person in charge of accounting, and Hu Shousheng, the person in charge of the accounting organization (Accounting Supervisor), declare that they guarantee the authenticity, accuracy and completeness of the financial report in the annual report.
Director Zhang ChenWang cannot guarantee that the contents of the 2019 annual report are true, accurate and complete. The reasons are as follows: 1. I object to the 700 million impairment of Millennium goodwill mentioned in the 2019 annual report; 2. The opinions issued by Lixin certified public accountants firm hired by the company cannot provide effective basis for me.
Supervisor Wang Zhiqiang cannot guarantee that the contents of the 2019 annual report are true, accurate and complete. The reason is: because the audited unit of the company's 2019 annual financial report has issued an audit report that cannot express opinions, and the company is still self checking for illegal occupation of funds, there is uncertainty, so I can't guarantee the authenticity, accuracy and integrity of the content of the 2019 annual report.
All directors personally attended the meeting of the board of directors to consider this annual report.
Lixin Certified Public Accountants (special general partnership) has issued an audit report for the company that cannot express an opinion. The board of directors and the board of supervisors of the company have explained the relevant matters in detail. Please pay attention to reading it. Major defect 1: the company failed to fulfill the internal approval procedures for external guarantee (1) as of December 31, 2019, the illegal guarantee amount of Weihai shares was 718 million yuan, of which: ① from November 2018 to March 2019, the controlling shareholder of the company took the 600 million yuan deposit certificate of Weihai shares in Baoji Huitong sub branch of Chang'an bank as the guarantee for the acceptance bill issued by Weihai trade and langzuo trade, the subsidiaries of the holding group, as of the date of this report
The illegal guarantee has not been released. ② On April 15, 2019, Shao Zhiyun signed a loan agreement of 7 million yuan with Weihai holdings, and the controlling shareholder assumed joint and several liability guarantee in the name of Weihai shares. As of the reporting date, the above illegal guarantee has not been lifted. The amount of guaranteed creditor's rights shall be deducted from the returned 200000 yuan, and the outstanding principal is 6.8 million yuan (excluding interest and expenses for realizing creditor's rights). ③ On November 6, 2017, Wang Chongliang and Shenzhen Qianhai Baoxing Investment Fund Management Co., Ltd. signed the Baoxing Wenfu No. 5 private securities investment fund contract. Wang Chongliang subscribed 30.2 million yuan and WAIHAI holdings issued a letter of commitment. After the investment of the commitment fund, Wang Chongliang obtained 13% (tax included). After the contract was terminated in mid September 2018, The controlling shareholder, in the name of Weihai shares, as the person jointly and severally liable for the loan, signed the repayment agreement with Qianhai Baoxing, Weihai holdings and Wang Chongliang, and Weihai shares shall bear unlimited joint and several liability. As of the date of this report, the above illegal guarantee has not been released, and the guarantee amount shall be 1343371305 yuan after deducting the returned principal (excluding interest and liquidated damages). ④ On July 13, 2018, Gu Wenju signed a loan contract of RMB 100 million with Weihai holdings, and Weihai shares assumed unlimited joint and several liability with Weihai holdings, Gary trading and other relevant persons. As of the reporting date, Gu Wenju still owed a loan principal of RMB 97990000 (excluding interest and legal fees). (1) The nature of the defect and its impact on the company's controlling shareholders and their affiliates, without performing the normal examination and decision-making procedures, stamped the official seal on the loan contract, guarantee contract and other legal documents. The above-mentioned guaranteed loans failed to fulfill the company's review procedures and information disclosure obligations, and the operation of internal control over financial reporting related thereto was ineffective. (2) Improvement measures and plans the company will urge the controlling shareholders and actual controllers to take effective measures to actively raise funds, remove the guarantee and repay relevant debts as soon as possible, so as to eliminate the impact on the company. At the same time, the company will entrust law firms to start judicial proceedings on illegal guarantees, actively safeguard the rights and interests of listed companies and protect the interests of minority shareholders. The company will optimize the corporate governance structure, strengthen the "prior, during and after" audit function of the internal audit department on the key links of the company's operation and internal control, restrict the non-standard decision-making and business behavior of the controlling shareholders and actual controllers, and improve the compliance awareness of abiding by the internal control system. The company will further strengthen the implementation of relevant internal control systems, verify the specific conditions of the above external guarantees, take corresponding solutions as soon as possible, and timely fulfill the subsequent relevant information disclosure obligations. Major defect 2: the company's controlling shareholder's non operational occupation of funds. The company's self inspection found that the funds occupied by the controlling shareholder and its related parties were 176.5 million yuan before December 31, 2018, 176.5 million yuan (excluding interest) had been recovered before December 31, 2019, and the funds occupied by the above controlling shareholders had been returned. In addition, after the reporting period, that is, in late April 2020, the company found through self-examination that the controlling shareholders and other related parties had occupied 38 million yuan of funds in 2018, 7 million yuan had been returned, and 31 million yuan had not been returned. (see the announcement of Waihai shares for details) (1) the nature of the defect and its impact on the controlling shareholder's failure to perform the corresponding internal examination and approval decision-making procedures, occupying the funds of the listed company in the form of advance payment, loan, etc. the non operational occupation of funds by the controlling shareholder indicates that there are major defects in the company's internal control in fund management, and the operation of the internal control of the relevant financial report is ineffective. (2) Rectification measures and plans: the company believes that directors, supervisors, senior managers and the chairman and general manager of its subsidiaries have the obligation and responsibility to maintain the safety of the company's funds and property, and should perform their duties diligently and dutifully in accordance with relevant laws and regulations and the articles of association. The finance Department of the company will regularly inspect the company and its subsidiaries, Report to the board of directors the review of non operating capital transactions with major shareholders and related parties, eliminate the non operating occupation of funds by major shareholders and related parties, strictly prevent the occupation of non operating funds by major shareholders and related parties, and build a long-term mechanism to prevent the occupation of non operating funds. For the problems existing in the company's internal control over financial reporting, the company plans to take the following measures to improve: (1) further strengthen the corporate governance structure, effectively achieve "five independence" with the company's controlling shareholders, improve the company's fund management system, guarantee management system and company seal registration management system, and effectively prevent the occupation of funds and illegal guarantee behaviors of related parties, Ensure the implementation of relevant accounting control systems. （2） Further strengthen and improve the post responsibility system for the custody of important assets, including real estate land certificates and certificates of deposit, and further improve relevant measures such as division of responsibilities, regular inventory, property records, account verification and property insurance, so as to ensure the safety of important assets.
（3） Further standardize bank financing behavior and prevent bank loan re lending through related parties or external units. （4） Further deepen the project budget and improve the approval process of procurement appropriation, so as to prevent the formation of fund lending or occupation of funds of related parties by means of advance purchase payment and project payment. （5） Strengthen the training of relevant personnel, learn relevant laws, regulations, systems and norms, update knowledge in time, and continuously improve the corresponding work competence of employees. Major defect 3: the management of the company's seal is out of control. There are situations in the management and use of the company's seal, such as failure to record in detail the borrowing of the seal outside the seal, failure to strictly control the use of the seal, etc., which do not comply with the provisions of the company's seal management system. (1) The nature of the defect and its impact on the management and use of the company's seal. There are situations such as failing to record in detail the borrowing of the seal outside the seal in writing, failing to strictly control the use of the seal, and there are major defects in the internal control of the management and use of the seal. (2) Defect rectification measures and plans strengthen the seal management, strictly implement the relevant provisions of the seal management system, do a good job in the seal approval, seal registration, document retention and other related work, strengthen the seal management and use, resolutely implement the seal specification of "double custody, first review and then use, and must register", and earnestly implement the internal seal management. Improve the approval process for the use of official seal, and re refine the management, use, approval and authorization of official seal; The office of the board of directors and the audit department will continue and normalize the supervision of seal management. 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.
In Section IV "discussion and analysis of business situation" of this report, "IX. prospect of the company's future development" describes in detail the possible risks and Countermeasures in the company's operation. 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 18 Section V important matters Section VI changes in shares and shareholders 87 Section VII preferred shares 98 section 8 information about convertible corporate bonds Section IX directors, supervisors, senior managers and employees Section 10 corporate governance 109 section 11 relevant information of corporate bonds 117 section XII financial reporting 118 section 13 list of documents for future reference two hundred and seventy-five
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 and Waihai Co., Ltd. refer 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, 2019 to December 31, 2019
Yuan means RMB yuan
Section II Company Profile and main financial indicators
1、 Company information
Stock abbreviation: St Weihai 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)
The Chinese abbreviation of the company is Weihai 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: Fu Xianyang
Registered address: No. 1009, Guangxian Road, high tech Zone, Ningbo
Postal code of registered address: 315103
Office address: No. 1009, Guangxian Road, high tech Zone, Ningbo
Postal code of office address: 315103
Company website http://www.weihaigufen.com.cn.
E-mail [email protected].
2、 Contact person and contact information
Secretary of the board of directors and securities affairs representative
Name: Feng Tingting Xia shangning
Contact address: No. 1009, Guangxian Road, high tech Zone, Ningbo
Tel: 057487911788
