Kangxin New Materials Co.Ltd(600076) (600076, SH; yesterday’s closing price of 3.59 yuan) the announcement disclosed on February 15 showed that the company’s proposal to appoint independent directors was rejected by the general meeting of shareholders. It is worth mentioning that the failure of the proposal is actually due to the misoperation of shareholders in online voting.
proposal of “wrong no” of controlling shareholders
Kangxin New Materials Co.Ltd(600076) it is very surprising whether the independent director election bill was rejected. Previously, the board of directors of the listed company held a meeting in mid January. In view of the expiration of the term of office of the company’s independent director mu Tiehu, the company decided to nominate Zhang Xuean as the candidate for independent director of the 10th board of directors upon the proposal of the nomination committee of the board of directors. According to the resume, Zhang Xuean has been engaged in legal services since 1987. He is a practicing lawyer (accredited) and senior partner of Beijing Yingke (Zhengzhou) law firm.
When the board of Directors voted, Kangxin New Materials Co.Ltd(600076) 8 Directors voted in favor of the above proposal. The board of directors unanimously agreed, so the shareholders’ meeting on the proposal seems to be just taking a form. Surprisingly, the accident really happened.
At the first extraordinary general meeting of shareholders in Kangxin New Materials Co.Ltd(600076) 2022, the proposal on the appointment of independent directors of the company was the only proposal, and the cumulative voting system was adopted for voting. Finally, the number of votes for the proposal on the appointment of independent directors was 328 million, accounting for 48.7958% of the effective voting rights at the meeting. The proposal was rejected because it failed to obtain more than half of the total number of shares with effective voting rights.
The total number of shareholders and agents attending the meeting was 13, and the total number of voting shares held was 673 million shares, accounting for 50.0488% of the total share capital of the company. Among them, three people attended the on-site meeting, and the total number of voting shares held was 150 million shares, accounting for 11.1875% of the total share capital of the company. By the end of the third quarter of 2021, Wuxi Construction Development Investment Co., Ltd. (hereinafter referred to as Wuxi construction investment) held 517 million Kangxin New Materials Co.Ltd(600076) shares, with a shareholding ratio of 38.44%; Natural person Li Jie holds 124 million shares, with a shareholding ratio of 9.22%; Guo Zhixian, the third largest shareholder, holds 15142300 shares, with a shareholding ratio of 1.13%. Wuxi Jian and Li Jie should vote on the equity structure respectively.
“In the online voting process of the proposal, due to the misoperation of shareholders’ online voting, some votes were invalid.” Kangxin New Materials Co.Ltd(600076) indicates. Kangxin New Materials Co.Ltd(600076) relevant people told reporters that the controlling shareholders thought they would vote in several accounts, but in fact, they only need to vote in one account and only vote once. She revealed that the controlling shareholders have no objection to the proposal itself, and the company will review the proposal again according to the corresponding process.
Wuxi construction investment still has floating losses
Kangxin New Materials Co.Ltd(600076) the original actual controller was the Li Jie family. At the end of 2018, Li Jie family introduced Wuxi construction investment as the strategic investor of the listed company. At that time, Wuxi construction investment transferred Kangxin New Materials Co.Ltd(600076) 96884700 shares from Li Jie and others at the price of 6.50 yuan / share. The above equity transfer price was about 41% higher than the share price of the listed company at that time, and the total transaction price was as high as 630 million yuan.
In the second half of 2019, Li Jie’s family and others transferred their Kangxin New Materials Co.Ltd(600076) 66.258 million shares to Wuxi construction investment at a total price of 431 million yuan, with a unit price of about 6.50 yuan / share. Meanwhile, Li Jie will give up the corresponding voting rights of the remaining 124 million shares. After the equity change is completed, Wuxi construction investment holds 15.77% of the shares of Kangxin New Materials Co.Ltd(600076) and the voting rights corresponding to 15.77% of the shares, and the difference between the voting rights of Wuxi construction investment and Li Jie’s family will exceed 10%, thus becoming the controlling shareholder of Kangxin New Materials Co.Ltd(600076) .
Before and after taking over, Wuxi construction investment increased its holdings. From November to December 2019, Wuxi Construction Investment Co., Ltd. increased its total holdings of Kangxin New Materials Co.Ltd(600076) shares by 43.4806 million shares, accounting for 4.20% of the total share capital of the company; The total increase amount is about 197 million yuan, and the average increase price is 4.52 yuan / share. However, due to the flat trend of Kangxin New Materials Co.Ltd(600076) share price, Wuxi construction investment’s shareholding has been in a state of floating loss for a long time. In February this year, Kangxin New Materials Co.Ltd(600076) completed the non-public offering at the issue price of 2.77 yuan / share. Wuxi Construction Investment Co., Ltd. spent 859 million yuan to acquire 310 million fixed increase shares.
After the issuance, the number of shares held by Wuxi construction investment increased to 517 million shares, with a cumulative cost of about 2.116 billion yuan. Based on the closing price of Kangxin New Materials Co.Ltd(600076) as of February 15 (3.55 yuan / share), the total market value of Wuxi construction investment holdings is about 1.835 billion yuan. In contrast, Wuxi construction investment still has floating losses.
