Securities code: 002586 securities abbreviation: * ST sea reclamation Announcement No.: 2022-028 Zhejiang Reclaim Construction Group Co.Ltd(002586)
Announcement on the signing of the settlement framework agreement between the company and Zhong Chengrong and relevant parties
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. The agreement signed this time is only a preliminary intention and has no legal effect. This Agreement shall come into force after being approved by the board of directors and the general meeting of shareholders of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "Waihai shares" or "the company"). There are uncertain risks in the signing and performance of this Agreement and its subsequent agreements.
2. The subject of this agreement, Shanghai Millennium Engineering Investment Management Co., Ltd. (hereinafter referred to as "Millennium Investment"), holds 59101557 shares of the company (corresponding proportion is 5.17%), and is a shareholder of more than 5% of the company. Zhong Chengrong holds 7410540 shares of the company, with a shareholding ratio of 0.65%; Wang Yongchun holds 11224779 shares of the company, with a shareholding ratio of 0.98%. Zhong Chengrong and Wang Yongchun are Millennium investment shareholders and actual controllers. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Millennium Investment, Zhong Chengrong and Wang Yongchun constitute the related parties of the listed company. The company will timely perform the review procedures related to related party transactions and perform the obligation of information disclosure after the parties meet the requirements of relevant laws and regulations.
3. The impact of the agreement on the company's operating performance in 2022 is uncertain. The company will perform the corresponding decision-making review procedures and information disclosure obligations according to the follow-up progress of relevant matters. Please pay attention to the investment risks.
1、 Background of settlement framework agreement
Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "Waihai shares" or "the company") and Shanghai Millennium Engineering Investment Management Co., Ltd., Zhong Chengrong, Tang Lei, Wang Yongchun and Luo Xiang (hereinafter referred to as "Millennium investment related parties") signed the agreement on issuing shares and paying cash to purchase assets in August 2017, It is agreed that the company will purchase 88.22975% of the total shares of Shanghai Millennium Urban Planning Engineering Design Co., Ltd. (hereinafter referred to as "Shanghai Millennium") held by Millennium investment related parties by issuing shares and paying cash; On the same day, the company signed the profit compensation agreement on issuing shares and paying cash to purchase assets with Millennium investment related parties. Millennium investment related parties, as performance commitment parties, made commitments on the business performance and profit compensation of Shanghai millennium from 2017 to 2019. The consideration shares obtained by Millennium investment related parties have been listed on Shenzhen Stock Exchange on June 5, 2018, and will be lifted in three batches within three years in combination with the performance completion of Shanghai Millennium 2017-2019. For the lifting of the ban on restricted shares, the relevant parties of Millennium Investment have filed an arbitration with Shanghai Arbitration Commission (case No.: (2021) Hu Zhong Zheng Zi No. 3964). For details, see the announcement on receiving the notice of arbitration from Shanghai Arbitration Commission (Announcement No.: 2021-097) disclosed by the company on August 3, 2021. The lifting of the ban on restricted shares has not been decided.
Zhong Chengrong and Tang Lei signed the share transfer agreement between Zhejiang Reclaim Construction Group Co.Ltd(002586) and Zhong Chengrong and Tang Lei on Shanghai Millennium Urban Planning Engineering Design Co., Ltd. with the company, but the parties had disputes over the performance of the agreement. Therefore, Zhong Chengrong and Tang Lei filed an arbitration (case No.: (2020) Hu Zhong case Zi No. 1827) with Shanghai Arbitration Commission to require the company to pay the share transfer payment, For details, see the announcement on receiving the notice of arbitration from Shanghai Arbitration Commission (Announcement No.: 2020-154) disclosed by the company on September 19, 2020. The case has not been decided yet.
In view of the above-mentioned share transfer disputes and the lifting of the ban on shares, the company signed the settlement framework agreement with the relevant parties of Millennium Investment on January 19, 2022.
2、 Basic information of counterparty
1. Shanghai Millennium Engineering Investment Management Co., Ltd
(1) Basic information
Legal representative: Wang Yongchun
Registered capital: 100 million yuan
Date of establishment: November 23, 1992
Registered address: room 317, floor 3, No. 670-694, zhuanxing Road, Minhang District, Shanghai
Enterprise type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 913101121327508152
Ownership structure: the shareholding ratio of Zhong Chengrong is 93.15%, and that of Wang Yongchun is 6.85%
Actual controllers: Zhong Chengrong, Wang Yongchun
Business scope: investment management, investment consulting, corporate image planning; Sales of building decoration materials, handicrafts.
Relationship with listed companies: Millennium investment holds 59101557 shares of the company (corresponding proportion is 5.17%), which is more than 5% of the company's shareholders. Zhong Chengrong and Wang Yongchun are Millennium investment shareholders and actual controllers. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Millennium Investment, Zhong Chengrong and Wang Yongchun constitute the related parties of the listed company.
Whether related parties are dishonest Executees: no
Similar transactions: in the last three years, the company has only signed the agreement on restoration of control with Millennium Investment, Zhong Chengrong, Wang Yongchun, Tang Lei and Luo Xiangfang on December 29, 2021. In addition, the company has no similar transactions with counterparties.
Performance ability: have good performance ability
2. Zhong Chengrong, Wang Yongchun
Zhong Chengrong holds 7410540 shares of the company, with a shareholding ratio of 0.65%; Wang Yongchun holds 11224779 shares of the company, with a shareholding ratio of 0.98%. Zhong Chengrong and Wang Yongchun are Millennium investment shareholders and actual controllers. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Millennium Investment, Zhong Chengrong and Wang Yongchun constitute the affiliates of the listed company. Zhong Chengrong and Wang Yongchun have good performance ability
Similar transactions: in the last three years, the company has only signed the agreement on restoration of control with Millennium Investment, Zhong Chengrong, Wang Yongchun, Tang Lei and Luo Xiangfang on December 29, 2021. In addition, the company has no similar transactions with counterparties, and there are no other effective agreements.
3. Tang Lei
Tang Lei holds 267589 shares of the company, with a shareholding ratio of 0.02%. Tang Lei has good performance ability.
Similar transactions: in the last three years, the company has only signed the agreement on restoration of control with Millennium Investment, Zhong Chengrong, Wang Yongchun, Tang Lei and Luo Xiangfang on December 29, 2021. In addition, the company has no similar transactions with counterparties, and there are no other effective agreements.
4. Luo Xiang
Luo Xiang holds 5983299 shares of the company, with a shareholding ratio of 0.52%. Luo Xiang has good performance ability.
Similar transactions: in the last three years, the company has only signed the agreement on restoration of control with Millennium Investment, Zhong Chengrong, Wang Yongchun, Tang Lei and Luo Xiangfang on December 29, 2021. In addition, the company has no similar transactions with counterparties, and there are no other effective agreements.
3、 Main contents of settlement agreement
(I) transaction subject
Party A: Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "listed company")
Address: No. 1009, Guangxian Road, Yinzhou District, Ningbo, Zhejiang
Party B:
Party B 1: Shanghai Millennium Engineering Investment Management Co., Ltd. (hereinafter referred to as "Millennium Investment")
Address: room 317, floor 3, No. 670-694, zhuanxing Road, Minhang District, Shanghai
Party B 2: Zhong Chengrong
Address: Room 303 / 304, No. 3, Lane 220, Yanchang West Road, Putuo District, Shanghai
Party B 3: Tang Lei
Address: room 702, No. 7, Lane 1550, zhuanxing East Road, Minhang District, Shanghai
Party B 4: Wang Yongchun
Address: No. 121, Lane 366, Guidu Road, Minhang District, Shanghai
Party B 5: Luo Xiang
Address: Room 202, No. 1, Lane 909, Hutai Road, Zhabei District, Shanghai
In this agreement, Party B 1, Party B 2, Party B 3, Party B 4 and Party B 5 are collectively referred to as "Party B"; Party A and Party B are individually referred to as "party" and collectively referred to as "parties".
(II) main contents of the agreement
Article 1 Shanghai Millennium share transfer dispute settlement clause
1.1 whereas Party B 2 and Party B 3 have filed an arbitration with the Shanghai Arbitration Commission (case No.: (2020) Huzhong case Zi No. 1827) and requested Party A to purchase 9.6795% of the shares of Shanghai Millennium (hereinafter referred to as "target shares") held by Party B 2 and Party B 3 for a total consideration of about 230 million yuan. The case has not been decided yet. 1.2 according to relevant regulatory provisions, this transaction shall obtain the latest audit report and evaluation report issued by the target company Shanghai millennium. Therefore, Party A, Party B 2 and Party B 3 agree that under the premise of the effectiveness of this agreement, Party A intends to acquire the target shares held by Party B 2 and Party B 3 in cash, The purchase price is tentatively set at 230 million yuan (the final purchase price shall be determined through consultation according to the audit report and evaluation report) (hereinafter referred to as the "purchase consideration"), and is tentatively paid according to the following stages:
1.2.1 before June 30, 2022, Party A shall tentatively pay Party B [92 million] yuan according to 40% of the purchase consideration. Party B 2 and Party B 3 shall determine the purchase consideration according to their respective proportions. If it fails to pay within the time limit, Party A shall pay liquidated damages for the unpaid part payable according to the standard of 0.05% per day;
1.2.2 before June 30, 2023, Party A shall tentatively pay Party B [138] million yuan according to 60% of the purchase consideration, and Party B 2 and Party B 3 shall determine the purchase consideration according to their respective proportions. If it is overdue, Party B 2 and Party B 3 shall pay liquidated damages for the unpaid part payable according to the standard of 0.05% per day.
1.2.3 notwithstanding the foregoing agreement, Party A may notify Party B 2 and Party B 3 one month in advance, and Party A, Party B 2 and Party B 3 shall negotiate separately on the above payment period, and sign a supplementary agreement after reaching an agreement. If no agreement is reached, Party A shall still pay in accordance with articles 1.2.1 and 1.2.2.
1.3 Party A shall remit the purchase consideration to the bank account designated by Party B 2 and Party B 3 in accordance with Article 1.2 of this agreement.
1.4 Party A, Party B 2 and Party B 3 agree that after Party A has paid the purchase consideration in accordance with Article 1.2, Party B 2 and Party B 3 will transfer 9.6795% of their total shares to Party A and cooperate with Party A in handling the share custody procedures at the request of Party A. For the shares (88.22975%) that Party B and related parties have completed the delivery to Party A, Party B agrees to cooperate with Party A in handling relevant share custody procedures at the request of Party A.
1.5 the taxes involved in the share transfer process shall be borne by Party B 2 and Party B 3 respectively.
1.6 Party B reserves the right to continue to recover from Party A the unpaid amount under (2020) HZZ No. 0012 award.
Article 2 terms for lifting the ban on stocks
2.1 the remaining unsold restrictions on the sale of new shares issued by Party B to purchase assets are as follows:
No. full name of shareholder no. of Limited shares (shares)
Millennium Investment (Party B 1) 40546420
2 Wang Yongchun (Party B 4) 7493346
3 Zhong Chengrong (Party B 2) 4057142
4 Luo Xiang (Party B 5) 3641890
5 Tang Lei (Party B) 102613
Total 55841411
The above 55841411 shares (hereinafter referred to as "target shares") held by Party B 1, Party B 2, Party B 3, Party B 4 and Party B 5 have not been lifted.
Party B has filed an arbitration with Shanghai Arbitration Commission (case No.: (2021) Huzhong case Zi No. 3964), and the case has not been adjudicated at present.
2.2 both parties undertake to complete the rights and obligations agreed in the agreement on issuing shares and paying cash to purchase assets and the profit compensation agreement on issuing shares and paying cash to purchase assets as soon as possible. Based on this agreement, in view of the relevant reports issued by relevant professional intermediaries under part (4) during the Shanghai Millennium performance commitment period (2017, 2018 and 2019), Party A promises to immediately hire an intermediary to issue relevant special audit opinions that have not been issued.
2.3 after this agreement takes effect and the conditions for lifting the sales restriction required by laws and regulations are met, Party A shall, according to the respective proportions of Party B 1, Party B 2, Party B 3, Party B 4 and Party B 5, Party A's target shares held by Party B (rounded to one place, the same below; if Party A has any share change from the signing date of this agreement to the actual lifting date, such as share distribution, capital reserve conversion to share capital, share allotment and so on, the number of Shares applied by Party a for lifting the ban will be adjusted accordingly, the same below); Party B promises that 35841411 of the banned shares will not be reduced within [12] months from the date of lifting the ban, and Party A will make a corresponding announcement on the commitment.
2.4 Party B promises that after the target shares are lifted
