Securities code: Zhejiang Reclaim Construction Group Co.Ltd(002586) securities abbreviation: ST sea reclamation Announcement No.: 2022090 Zhejiang Reclaim Construction Group Co.Ltd(002586)
About Shanghai Millennium Urban Planning Engineering Design Co., Ltd
Announcement of achievement of performance commitments and asset impairment test
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.
Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as “Waihai Co., Ltd.” or “the company”) deliberated and adopted the statement on the completion of performance commitments of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. at the 50th meeting of the sixth board of directors held on April 28, 2022. In view of the fact that the relevant performance commitment period (2017, 2018 and 2019) for the company to purchase the equity of Shanghai Millennium urban planning and Engineering Co., Ltd. (hereinafter referred to as “Shanghai Millennium”) by issuing shares and paying cash has ended, and the company has regained control of Shanghai millennium, the company explains the completion of Shanghai Millennium performance commitment. The details are hereby announced as follows:
1、 Basic information
According to the 21st Meeting of the 5th board of directors of the company on August 24, 2017, the 23rd Meeting of the 5th board of directors of the company on September 28, 2017 and the 6th extraordinary general meeting of shareholders of the company in 2017 on October 16, 2017, and approved by the reply on approving Zhejiang Reclaim Construction Group Co.Ltd(002586) issuing shares to purchase assets and raising supporting funds from Millennium Investment (zjxk [2018] No. 676) of China Securities Regulatory Commission, The company is approved to purchase Millennium Investment, Zhong Chengrong, Dongqian Weihai equity investment partnership in Ningbo Free Trade Zone (limited partnership), Wang Yongchun, Luo Xiang, Huang Weiqun, Ruan Haobo, Pingtan Qiansheng equity investment partnership (limited partnership), Huang Haiying, Cui Yan, Zhan Chuntao, Chen Linjiang, fan Peiren, Lin Hai, pan Yefeng, Yang Jidong, Tang Lei, Qing Sancheng Tibet Xinsheng venture capital center (limited partnership), Jiang Weifang, Wang Liying, Quanzhou Yongchun Qiantong equity investment partnership (limited partnership), Sheng Jun, song Lihui, Lin Jin, Liu Muyun, Wang Jianfeng, Xiao Liangxuan, Yang Yunrong, Cao Yimin and Zhou Kefen held 8822975% equity of Millennium design, and raised supporting funds from non-public offering of shares to no more than 10 specific investors.
2、 Performance commitment and compensation arrangement
(I) performance commitment
According to the profit compensation agreement signed between the company and the performance commitment parties Millennium Investment, Zhong Chengrong, Wang Yongchun, Luo Xiang and Tang Lei, the performance commitment period of this restructuring is 2017, 2018 and 2019. The counterparty promises that the net profit of the target company (net profit attributable to shareholders of the parent company after deducting non-profit and loss) in 2017, 2018 and 2019 will not be less than 96 million yuan, 126 million yuan and 160 million yuan.
(II) performance commitment compensation arrangement
1. At the end of each fiscal year during the performance commitment period, the listed company shall employ an audit institution with securities and futures business qualification to issue special audit opinions on the profitability of the target company in 2017, 2018 and 2019 based on the annual report, and maintain the accounting principles consistent with this reorganization, and the expenses shall be borne by the listed company. If, according to the above special review opinions, the accumulated actual net profit of Millennium design as of the end of the current period is less than the accumulated committed net profit as of the end of the current period, the listed company shall notify the performance commitment party in writing of the calculation results within 5 working days after calculating the net profit difference according to the provisions of this article, and the performance commitment party shall compensate the listed company according to the proportion of consideration obtained in this transaction, The performance commitment party shall first compensate with the shares of the sea reclamation shares it holds. If the stock compensation is insufficient, it shall compensate in cash.
2. According to the profit compensation agreement signed by the listed company and the performance commitment parties Millennium Investment, Zhong Chengrong, Wang Yongchun, Luo Xiang and Tang Lei, the listed company will also hire an audit institution with securities and futures business qualification to conduct impairment test on Millennium design after the expiration of the performance commitment period, and issue special audit opinions on the impairment test results. If the scheduled final value reduction is greater than the total amount compensated within the compensation period, the performance commitment party will compensate for the difference between the ending impairment and the total amount compensated within the compensation period. (the amount of impairment refers to the transaction price of the target company minus the evaluation value of the target company at the end of the period, and deducting the impact of capital increase, capital reduction, gift acceptance and profit distribution of the target company within the compensation period.) (the selection of evaluation assumptions, evaluation basis and important evaluation parameters used in the impairment test and evaluation conforms to the asset evaluation criteria, and there is no significant inconsistency with the asset evaluation of this reorganization) the amount to be compensated for the ending impairment of the target company = the ending impairment amount of the target company – the amount compensated in the performance commitment year, and the number of shares to be compensated for the ending impairment of the target company = (the ending impairment amount of the target company – the amount compensated in the performance commitment year) △ if the issue price of shares is not enough to compensate, it will be compensated in cash.
3、 Performance commitment completion and impairment test
(I) completion of performance commitments
In 2017, the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses of Shanghai millennium was 1052647 million yuan, exceeding the commitment of 9.2647 million yuan, completing 109.65% of the predicted profit of this year. In this regard, Tianjian Certified Public Accountants (special general partnership) issued the assurance report on the completion of performance commitments of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (tianjianshen [2018] No. 6284).
In 2018, the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses of Shanghai millennium was 144411 million yuan, and the cumulative audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2017 and 2018 was 2496757 million yuan, exceeding the cumulative commitment of 222 million yuan by 276757 million yuan. In this regard, Tianjian Certified Public Accountants (special general partnership) issued the assurance report on the completion of performance commitments of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (tianjianshen [2019] No. 4854).
In 2019, the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses of Shanghai millennium was 1826529 million yuan, exceeding the commitment of 226529 million yuan, completing 114.16% of the predicted profit of this year. In 2017, 2018 and 2019, the audited net profit attributable to shareholders of the parent company after deducting non recurring profits and losses was 432328600 yuan, more than 50328600 yuan compared with the cumulative commitment of 382 million yuan. In this regard, Lixin Certified Public Accountants (special general partnership) issued the assurance report on the completion of performance commitments of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. za12009).
(II) impairment test
According to the asset impairment test results, as of December 31, 2019, the value of all shareholders’ equity of Shanghai Millennium urban planning and Engineering Design Co., Ltd. was 1799096100 yuan, corresponding to 8822975% equity value of 158733800 yuan, which was higher than its transaction price of 1429322000 yuan. Therefore, the underlying assets of this transaction were not impaired.
In this regard, Lixin Certified Public Accountants (special general partnership) issued the audit report on the impairment test report of the underlying assets upon the expiration of the performance commitment period of Zhejiang Reclaim Construction Group Co.Ltd(002586) major asset restructuring (xksbz [2022] No. za12010).
4、 Verification opinions of financial advisor
The independent financial consultant of this transaction believes that the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses realized by Millennium design in 2017, 2018 and 2019 exceeds the performance commitment level, and the audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses from 2017 to 2019 also exceeds the cumulative performance commitment level. The performance commitment of the target company promised by the counterparty in 20172019 is fully realized.
As of December 31, 2019, the assessed value of the total equity value of Millennium design shareholders was 1799096100 yuan, corresponding to 8822975% equity value of 158733800 yuan, which was higher than its transaction price of 1429322000 yuan. Therefore, the underlying assets of this transaction were not impaired.
5、 Documents for future reference
1. Resolution of the 50th meeting of the 6th board of directors of the company
2. Lixin Certified Public Accountants (special general partnership) assurance report on the completion of performance commitments of Shanghai Millennium urban planning and Engineering Design Co., Ltd. (Xin Hui Shi Bao Zi [2022] No. za12009) 3. Audit report of Zhejiang Reclaim Construction Group Co.Ltd(002586) major asset restructuring performance commitment period expiration subject asset impairment test report (Xin Hui Shi Bao Zi [2022] No. za12010) by Lixin Certified Public Accountants (special general partnership)
4. Tianjian Certified Public Accountants (special general partnership) issued the assurance report on the completion of performance commitments of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (tianjianshen [2018] No. 6284 and [2019] No. 4854)
5. Retroactive asset appraisal report on recoverable amount of long-term equity investment (Shanghai Millennium Urban Planning Engineering Design Co., Ltd.) involved in Zhejiang Reclaim Construction Group Co.Ltd(002586) proposed asset impairment test (glhpbz (2022) No. 039) issued by Gelu (Shanghai) Asset Appraisal Co., Ltd.
It is hereby announced.
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of directors
April 30, 2002
