The absence of Jiangsu Xinning Modern Logistics Co.Ltd(300013) (300013. SZ) of the actual controller for nearly two years has once again attracted external attention due to the escalating internal strife of the management. Since the Spring Festival, the board of directors and the board of supervisors of listed companies have twice rejected the request jointly issued by the first and third largest shareholders to convene an extraordinary general meeting of shareholders. As the convening shareholders intend to hold their own shareholders’ meeting, the confrontation between the two sides has also become white hot.
A company law lawyer told the associated press that the reason why Jiangsu Xinning Modern Logistics Co.Ltd(300013) management refused to convene the general meeting of shareholders has nothing to do with the content of the shareholders’ proposal, which is suspected of limiting the legitimate rights of shareholders. This “infighting” drama has also attracted the attention of regulators. The Shenzhen Stock Exchange has issued a letter of concern to Jiangsu Xinning Modern Logistics Co.Ltd(300013) .
It is one of the risks that a few listed companies will inevitably suffer losses in 2023 {after the announcement of their recent annual report, and it is inevitable that they will suffer losses in 2023}. As an enterprise once favored by Jingdong, it has also been continuously reduced and sold by Jingdong.
the proposal was rejected twice, and the shareholders wanted to convene
From February 7 to February 11, Jiangsu Xinning Modern Logistics Co.Ltd(300013) issued several announcements. The company had a confrontation with the third largest shareholder Henan Zhongyuan Financial Holding Co., Ltd. (hereinafter referred to as “Zhongyuan financial holding”) and the first largest shareholder Zeng Zhuo on whether to hold the general meeting of shareholders. According to the announcement, Zhongyuan financial holding and Zeng Zhuo requested the company to hold an extraordinary general meeting of shareholders to consider the proposals related to the by election of non independent directors of the company, but the board of directors and the board of supervisors successively rejected the above proposals and proposals.
The announcement shows that the reason for the rejection is that the company believes that Zeng Zhuo, one of the convening shareholders, has used the company’s subsidiaries to provide guarantees to him in violation of regulations, which belongs to the situation that it is not allowed to acquire a listed company as stipulated in Item (1) of paragraph 2 of Article 6 of the administrative measures for the acquisition of listed companies.
In this regard, the convening shareholders argued that Zeng Zhuo had no intention of acquiring the company. It was a legal right to jointly propose to the board of directors and the board of supervisors to convene an extraordinary general meeting of shareholders in order to improve the corporate governance.
After being rejected twice, on February 12, Zhongyuan financial holding directly sent a notice to Jiangsu Xinning Modern Logistics Co.Ltd(300013) and decided to convene an extraordinary general meeting of shareholders on its own. Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that after receiving the notice, it attached great importance to it and hired a law firm to issue a legal opinion, believing that the preconditions for convening the shareholders to convene the extraordinary general meeting of shareholders by themselves are not met.
This “infighting” drama has attracted the attention of regulators. On February 14, Shenzhen Stock Exchange issued a letter of concern, requiring Jiangsu Xinning Modern Logistics Co.Ltd(300013) to explain the basis and rationality that the company believes that Zeng Zhuo’s proposal constitutes an acquisition and can realize the control of the company in combination with the composition of the board of directors and the shareholding of shareholders.
In addition, the exchange raised more questions about the convening shareholders Zhongyuan financial holding and Zeng Zhuo. The attention letter requires Zeng Zhuo to explain the reasons for nominating director candidates in this joint venture with Zhongyuan financial holding without any intention to acquire the company, whether there is a situation of cooperating with Zhongyuan financial holding to request the convening of an extraordinary general meeting of shareholders, whether there is a concerted action agreement with Zhongyuan financial holding, and whether there are other agreements with Zhongyuan financial holding that should be disclosed but not disclosed?
In response to the fact that the board of directors and the board of supervisors of the company both refused to hold an extraordinary general meeting of shareholders, the reporter of the financial associated press called Jiangsu Xinning Modern Logistics Co.Ltd(300013) , but did not get a positive reply. He only said that the specific progress of the event was still subject to the announcement.
In this regard, a company law lawyer told the financial associated press that the proposal of Zhongyuan financial holding and Zeng Zhuo did not involve the acquisition of listed companies, Jiangsu Xinning Modern Logistics Co.Ltd(300013) the reason for the management’s refusal seemed far fetched and suspected of limiting the legitimate rights of shareholders. In order to ensure the realization of the shareholders’ proposal right, if the directors still do not convene the shareholders’ meeting after the shareholders’ proposal, if the pre procedure is properly performed, the shareholders can convene the shareholders’ meeting without the board of directors or apply to the relevant authorities to convene the meeting.
shareholders join hands in a strange way or compete for agency
Some market analysts told the financial associated press that Zeng Zhuo and Zhongyuan financial holding had little intersection before, and the sudden combination was a little unexpected. However, from the background of Hu Shihan and Li Chaojie, two non independent directors nominated and recommended by both parties, it is obvious that they want to insert “their own people” into the board of directors. Even if they can not acquire listed companies, they can achieve the purpose of mastering Jiangsu Xinning Modern Logistics Co.Ltd(300013) control through the method of agency competition.
It is reported that Hu Shihan is currently the deputy general manager of Zhongyuan financial holding (Shenzhen) Investment Co., Ltd. under Zhongyuan financial holding. Li Chaojie served as the deputy general manager of Guangzhou Yicheng Transportation Information Co., Ltd. (hereinafter referred to as “Yicheng information”) of Jiangsu Xinning Modern Logistics Co.Ltd(300013) atomic company from December 2020 to December 2021. From 2005 to before Yicheng information was acquired by Jiangsu Xinning Modern Logistics Co.Ltd(300013) , Zeng Zhuo was the chairman and legal person of Yicheng information.
In the letter of concern, the Shenzhen Stock Exchange asked Zeng Zhuo to explain whether Li Chaojie, the candidate for non independent directors, was nominated, and asked Zhongyuan financial holding to explain the background of nominating Li Chaojie and the communication time and process with Li Chaojie, and the reason and rationality of nominating Li Chaojie in the case that Yicheng information has been stripped off by Jiangsu Xinning Modern Logistics Co.Ltd(300013) .
The financial Associated Press reporter learned that the board of directors of Jiangsu Xinning Modern Logistics Co.Ltd(300013) is composed of four non independent directors and three independent directors, of which two non independent directors are nominated by Zhongyuan financial holding, while the board of directors of the articles of association has 9 seats.
According to the announcement, Zhongyuan financial holding and Zeng Zhuo said in the letter that this proposal does not constitute the behavior of Zhongyuan financial holding in seeking control of listed companies. The reason is that even if the two directors nominated by Zhongyuan financial holding are elected, Zhongyuan financial holding still has not more than half of the seats on the board of directors.
Up to now, Zeng Zhuo and Zhongyuan financial holding hold hold Jiangsu Xinning Modern Logistics Co.Ltd(300013) 8.13% and 7.43% shares respectively, with a total holding ratio of 15.56% of the company’s shares. It is worth noting that Suqian Jingdong Zhenyue Enterprise Management Co., Ltd. (hereinafter referred to as “Suqian Jingdong”) once held 10% of the total share capital of listed companies, but the announcement on January 14 disclosed that the proportion of shares held by Suqian Jingdong has decreased to 7.63% and will start to reduce its holdings by 3%, which seems to be “determined” to Jiangsu Xinning Modern Logistics Co.Ltd(300013) .
performance risk has increased greatly. Be vigilant against wearing St after the annual report
The performance forecast recently released by Jiangsu Xinning Modern Logistics Co.Ltd(300013) shows that the net loss attributable to shareholders of Listed Companies in 2021 is expected to be RMB 80 million to RMB 135 million, and the net loss after deducting non recurring profits and losses is expected to be RMB 140 million to RMB 195 million. Among them, the impact of non recurring profits and losses on net profit is expected to be about 60 million yuan, mainly including the disposal of equity of subsidiaries, disposal of land and real estate, acceptance of government subsidies and other matters.
Although the amount of loss has been reduced, it is inevitable that Jiangsu Xinning Modern Logistics Co.Ltd(300013) has suffered losses for three consecutive years. Prior to that, in 2019 and 2020, the net profits attributable to shareholders of listed companies were – 582 million yuan and – 612 million yuan respectively.
It is worth noting that according to the performance forecast, Jiangsu Xinning Modern Logistics Co.Ltd(300013) bank loans have been overdue, with an overdue amount of 51 million yuan, accounting for 23.85% of the company’s latest audited net assets, and the company’s loans of 105.5 million yuan have been classified as “suspicious” by the bank, which has a certain impact on the company’s re lending and extension operations.
In addition, by the end of 2021, Jiangsu Xinning Modern Logistics Co.Ltd(300013) has a short-term loan principal balance of 192 million yuan and a long-term loan principal balance of 40 million yuan (including 10 million yuan due within one year). If the company fails to improve the company’s capital situation or formulate a feasible response plan, the overdue amount of bank loans will further increase, The company will face the risk of shortage of working capital and judicial freezing of assets.
In terms of industry, Jiangsu Xinning Modern Logistics Co.Ltd(300013) is a logistics enterprise with less losses in 2021. According to the data, as of February 15, 23 freight and logistics enterprises have released the forecast of 2021 annual report, of which 19 have achieved profitability and 18 have achieved year-on-year growth in net profit.
In this regard, the above market analysts told the financial associated press that the logistics and supply chain sector of Jiangsu Xinning Modern Logistics Co.Ltd(300013) should also be profitable, and the financial loss is mainly dragged down by the poor management of Yicheng information. At the end of last year, Yicheng information had been stripped off by Jiangsu Xinning Modern Logistics Co.Ltd(300013) . With the implementation of the annual report of the exchange, the risk of overdue loans will be superimposed as 300013, but the net profit of the exchange will be negative in 2023.
