St Waihai fight for control right upgrade controlling shareholder wants to remove new management

category:Finance
 St Waihai fight for control right upgrade controlling shareholder wants to remove new management


The controlling shareholders want to remove the new directors and supervisors of the listed company, and a big play will be staged around the control of the listed company.

On November 14, St Weihai (002586, SZ) announced that Zhejiang Weihai Holding Group Co., Ltd. (hereinafter referred to as Weihai holding), the controlling shareholder of the company, requested to hold a general meeting of shareholders to remove the current directors and supervisors, totaling six. It is worth mentioning that the above-mentioned directors and supervisors have been in office for less than four months, and they were approved by Weihai holding at that time.

Now, why does Weihai holding want to remove the above directors and supervisors who agreed to work in St Weihai? The reporter of daily economic news noted that this may be related to some practices after the new board of directors of St Weihai came to power.

The controlling shareholder wants to remove the directors and supervisors

St encircles the sea the control right to contend to escalate.

On November 14, St Weihai announced that today, the company received the letter on proposing to convene the third extraordinary general meeting of shareholders in 2019 from Weihai holding, the controlling shareholder of the company. As of the date of the letter, Weihai holding held 490 million shares of the company, accounting for 43.06% of the total share capital of the company. Weihai holding now proposes to the board of directors of the company to hold the third extraordinary general meeting of shareholders in 2019, and to consider the removal of the current three non independent directors, three independent directors and three supervisors of the company. At the same time, Weihai holdings also nominated counterparties.

To be specific, the directors that Weihai holdings requires to be removed are Zhong Chengrong, Zhang ChenWang and Chen Zuliang; the sole directors to be removed are Huang XianMei, Chen Qi and Fei Xinsheng; the supervisors to be removed are Huang Zhaoxiong, Jia Xingfang and Zhu Lin. Accordingly, the directors nominated by Weihai holding are Feng Tingting, Shen Xiaobing and Zhang Renjie; the sole directors nominated are Li Luoli, Tang Jianxin and Ma Hong; the supervisors nominated are Wang Shaoqin, Zheng Yunrui and shaoningfeng.

The reason for Weihai holdings dismissal is that the relevant directors and supervisors fail to perform their duties and obligations as directors and supervisors, and are not suitable to continue to serve as directors and supervisors of the company.

In view of the urgency and significance of the situation, the board of directors of St Weihai has sent a letter to the controlling shareholders to verify the authenticity of relevant matters, and requested to provide additional details of the failure of relevant directors and supervisors to fulfill their responsibilities and obligations.

Reporters from the daily economic news noted that Zhong Chengrong, Huang Zhaoxiong, Jia Xingfang and Fei Xinsheng all had more or less a millennial background in the recall list submitted by Weihai holding. According to the third quarter report of St Weihai in 2019, Shanghai Millennium Engineering Investment Management Co., Ltd. holds 59006600 shares of St Weihai, accounting for 5.16%.

According to the announcement information previously released by St Weihai, Huang Zhaoxiong is the deputy general manager of Shanghai Millennium urban planning and Engineering Co., Ltd.; Jia Xingfang is the manager of the financial department of Shanghai Millennium urban planning and Engineering Co., Ltd.; and Fei Xinsheng is the independent director of Shanghai Millennium urban planning and Engineering Co., Ltd. from November 2011 to may 2018.

According to qixinbao information, Shanghai Millennium Project Investment Management Co., Ltd. is a major shareholder of Shanghai Millennium urban planning and Design Co., Ltd., holding 45.03% of the equity of the latter; while Zhong Chengrong is a major shareholder of Shanghai Millennium Project Investment Management Co., Ltd., holding 77.17% of the equity.

Its strange that, in addition to the directors and supervisors of the Millennium Department, Weihai holding also wants to recall the old ministers of the Weihai Department.

According to the announcement information previously released by St Weihai, Zhang ChenWang was the project manager of St Weihai from December 2012 to October 2014, and then vice general manager of Zhejiang Weihai Investment Co., Ltd.; Zhu Lin was the Secretary of the Youth League Committee and deputy director of the party office of Weihai holding. Most interestingly, on August 2 this year, Weihai holdings also nominated Chen Qi as its sole director. After more than three months, Weihai holding is going to dismiss the sole director nominated by itself.

The actual controller is deemed to damage the interests of shareholders

At present, the chairman of St Weihai is Zhong Chengrong, but the controlling shareholder is still Weihai holding, and the actual controller is Feng Quanhong, etc.

The reporter of daily economic news noted that the new director and supervisor of St Weihai was elected this year. On July 31 this year, at the board of directors presided over by Feng Quanhong, then chairman of St Weihai, all voted for the nomination of Zhong Chengrong and other directors and supervisors; at the second extraordinary general meeting of shareholders on August 16 this year, Zhong Chengrong, Zhang ChenWang, Chen Zuliang and other directors and supervisors were successfully elected.

Interestingly, according to the announcement of the resolution of the general meeting of shareholders issued by St Weihai at that time, the number of shares represented by the voting shareholders was 685 million, accounting for 59.88% of the total share capital of the listed company. Among them, the number of shares represented by minority shareholders is only 74.38 million, accounting for only 6.5% of the total share capital of listed companies. The voting results show that zhongchengrong, Zhang ChenWang and Chen Zuliang obtained 652 million shares, 639 million shares and 639 million shares respectively. According to the data disclosed in the semi annual report and the third quarterly report of the listed company, Weihai holding holds 493 million shares of the listed company, accounting for 43.06% of the total share capital of the listed company, and the number of shares held during the period remains unchanged. It can be inferred that Weihai holdings voted in favor of the election of directors and supervisors such as Zhong Chengrong, Zhang ChenWang and Chen Zuliang.

Then, why does Weihai holdings need to remove the above directors and supervisors who have agreed to work in St Weihai after only three months?

Although the truth of the matter is not known, some clues may be seen from the practice of St Weihais new board of directors after taking office. The new board of directors of St Weihai should clear up the illegal guarantee and capital occupation of listed companies, and direct the blame on Feng Quanhong.

On October 15 this year, St Weihai filed a civil complaint with Ningbo intermediate peoples court against Feng Quanhong, Baoji Huitong branch of Changan bank, langzuo trade, Weihai holding and Weihai trade.

According to the announcement issued by St Weihai at that time, from November 2018 to March 2019, Feng Quanhong, one of the actual controllers of the company, in the name of St Weihai, provided guarantee for the main debtors such as Weihai Trading, a subsidiary of Weihai holding, and langzuo trading, a related party of Weihai holding, and provided guarantee for the main debtor to obtain the 460 million yuan acceptance bill of Baoji Huitong branch of Changan bank. In March 2019, Feng Quanhong took the 140 million yuan deposit certificate of St Weihai subsidiary Weihai Construction Group Engineering Development Company in Baoji Huitong branch of Bank of Changan as the guarantee to open acceptance bill for langzuo trade.

St Weihai believes that Feng Quanhong, langzuo trade, Weihai holding and Weihai trade seriously damage the interests of the company and the majority of small and medium shareholders, and constitute ultra vires and unauthorized representatives. At the same time, St Weihai proposed that the pledge of the deposit certificate to Baoji Huitong branch of Bank of Changan would not take effect on the listed company and its subsidiaries, and the listed company and its subsidiaries would not bear civil liability; it requested to order Baoji Huitong branch of Bank of Changan to return the large amount deposit certificate with a total amount of 600 million yuan to the listed company and its subsidiaries.

At the beginning of November this year, St Weihai sued Feng Quanhong for ultra vires to guarantee a loan on behalf of the listed company, which also pointed to Weihai holding, Feng Quanhong and others who seriously damaged the interests of the company and the majority of small and medium shareholders.

Source: editor in charge of daily economic news: Yang bin_nf4368