The infighting of Jiangsu Xinning Modern Logistics Co.Ltd(300013) (300013. SZ) has not stopped. With the loss of listed companies for three consecutive years, the management’s operating ability has also been questioned by shareholders.
Since the Spring Festival, Zeng Zhuo, the largest shareholder, and Henan Zhongyuan Financial Holding Co., Ltd. (hereinafter referred to as “Zhongyuan financial holding”), the third largest shareholder, have twice proposed to convene an extraordinary general meeting of shareholders to consider proposals related to the by election of non independent directors, but they have been successively rejected by Jiangsu Xinning Modern Logistics Co.Ltd(300013) . Therefore, the Shenzhen Stock Exchange has also issued a letter of concern. In the reply to the letter of concern of the Shenzhen Stock Exchange on February 19, the two sides still stick to their own words. The listed company said to prevent illegal acquisitions, and the two major shareholders said to improve corporate governance.
A market analyst told the financial associated press that the internal fighting of Jiangsu Xinning Modern Logistics Co.Ltd(300013) is rooted in loopholes in corporate governance. From the current situation of Jiangsu Xinning Modern Logistics Co.Ltd(300013) , not only performance losses, but also overdue bank loans are still rising, which undoubtedly exacerbates the company’s operating risks.
refused to convene the general meeting of shareholders, and the listed company regarded it as an illegal acquisition
Jiangsu Xinning Modern Logistics Co.Ltd(300013) refused to accept the nomination of directors by the two major shareholders because it believed that Zeng Zhuo, one of the convening shareholders, was not allowed to acquire a listed company. In the reply to the letter of concern, Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that Zeng Zhuo united with Zhongyuan financial holding has made it qualified to control the company. If the proposal continues to be implemented, it will promote the illegal acquisition of the company actually controlled and acquired by Zeng Zhuo united with Zhongyuan financial holding to become a fait accompli.
In order to prove this view, Jiangsu Xinning Modern Logistics Co.Ltd(300013) listed the two aspects of the board seats and shareholding ratio, with the intention to explain that the voting rights that Zeng Zhuo and Zhongyuan financial holding can actually control are enough to have a significant impact on the resolutions of the general meeting of shareholders of listed companies.
According to the articles of association, Jiangsu Xinning Modern Logistics Co.Ltd(300013) the board of directors is composed of 9 directors, but at present, the company has 7 directors in office, including 4 non independent directors and 3 independent directors. Zeng Zhuo and Zhongyuan financial holding nominated 2 non independent directors, also aiming at the vacancy in the board of directors. Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that among the existing four non independent directors of the company, two are nominated by Zhongyuan financial holding. If there are two non independent directors in this by election, Zeng Zhuo and Zhongyuan financial holding will have four of the six non independent director seats in total.
In addition, Zeng Zhuo is the largest shareholder of the company and Zhongyuan financial holding is the third largest shareholder of the company, holding a total of 15.56% of the shares of the company. The shareholding ratio is twice that of Suqian Jingdong Zhenyue Enterprise Management Co., Ltd., the second largest shareholder, seven times that of the fourth largest shareholder, and 2.5 times that of the top ten shareholders, and the shareholding ratio of the company is relatively scattered.
Jiangsu Xinning Modern Logistics Co.Ltd(300013) believes that, on the whole, Zeng Zhuo and Zhongyuan financial holding jointly hold 15.56% of the shares of Jiangsu Xinning Modern Logistics Co.Ltd(300013) , which is far more than other shareholders. According to their actual voting rights of the company’s shares, they can have a significant impact on the resolutions of the company’s general meeting of shareholders, and can decide to elect more than half of the members of the company’s board of directors through their actual voting rights of the company’s shares, Its combination has made it meet the conditions for controlling the company specified in items (3) and (4) of Article 84 of the administrative measures for the acquisition of listed companies.
At present, Zeng Zhuo and Zhongyuan financial holding intend to convene an extraordinary general meeting of shareholders on their own. In this regard, Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that the subjects who have the right to convene the general meeting of shareholders are the board of directors, the board of supervisors and the convening shareholders in turn. The latter can convene the general meeting only when the former subject fails or cannot perform the convening duty. He said that at present, the board of directors of the company has actively performed its duties. “Based on the above-mentioned feedback of the board of directors and the board of supervisors of the company on convening shareholders and combined with the relevant analysis of law firms, the preconditions for convening shareholders’ meetings by themselves are not met.”
In this regard, some market analysts told the financial associated press that the conflict of interest between shareholders and management should be resolved through negotiation within the company system to minimize the impact on the company’s business. If the two sides continue to take unilateral actions, it will only aggravate the contradiction and affect the company’s operation.
directly refers to the loss of performance for consecutive years. Shareholders say it is necessary to improve the governance of listed companies
In his reply to the Shenzhen Stock Exchange, Zeng zhuoze claimed that the reason why Zhongyuan financial holding held the shareholders’ meeting jointly with itself was that Jiangsu Xinning Modern Logistics Co.Ltd(300013) sustained losses for two years in 2019 and 2020, multiple loans were overdue in January 2022, and the performance loss was as high as 140 million yuan to 195 million yuan. Therefore, Zhongyuan financial holding actively contacted Zeng Zhuo at the end of January 2022 to explain its intention to convene an extraordinary general meeting of shareholders and elect two vacant directors to improve the governance of listed companies.
Zeng Zhuo said that as a major shareholder holding more than Jiangsu Xinning Modern Logistics Co.Ltd(300013) 5% shares, the good operation of listed companies is closely related to the interests of all shareholders. Given that Zhongyuan financial holding is a state-owned investment holding enterprise, he believes that Zhongyuan financial holding has a clear willingness to make efforts and try its best to provide help for the development of listed companies, and believes that Zhongyuan financial holding has more reserves of management talents, The request of the shareholders of Zhongyuan holding company to hold an interim general meeting is beneficial to the improvement of the corporate governance of Zhongyuan holding company.
Zeng Zhuoyu denied whether he had reached an agreement with Zhongyuan financial holding. He said that in addition to the necessary documents required by the signing procedures, they did not participate in the specific contents of all proposals and the communication with the board of directors and the board of supervisors of listed companies. “I have not signed a concerted action agreement with Zhongyuan financial holding, and there is no agreement with Zhongyuan financial holding that should be disclosed but not disclosed.”
Zhongyuan financial holding also said that although Zeng Zhuo accepted the company’s proposal to jointly initiate and convene the extraordinary general meeting of shareholders and signed the relevant notice documents in the early stage, it does not mean that Zeng Zhuo and the company have any relationship of concerted action or entrusted voting in the voting of the general meeting of shareholders, and the company cannot control its voting direction.
The identity background of the two non independent directors nominated this time has also attracted attention. Among them, Hu Shihan is the deputy general manager of Zhongyuan financial holding, and Li Chaojie once served as the deputy general manager of Yicheng information, a wholly-owned subsidiary of Jiangsu Xinning Modern Logistics Co.Ltd(300013) . Yicheng information once provided guarantee for Zeng Zhuo’s debt. Later, Zeng Zhuo was sued to the court because he failed to repay the debt in time. At present, it has been stripped of the listed company system.
For the reason and rationality of nominating Li Chaojie, Zhongyuan financial holding said that considering that Li Chaojie has the knowledge reserve and professional ability of directors of listed companies, has passed the qualification examination of directors and secretaries of Shenzhen Stock Exchange, and has also served in Jiangsu Xinning Modern Logistics Co.Ltd(300013) and its subsidiaries, it decided to nominate him as a candidate. As Yicheng information has been stripped off by listed companies, Li Chaojie will not be affected to become a candidate.
Zhongyuan financial holding also believes that the fact that the proposal to convene an extraordinary general meeting of shareholders of the company was not approved by the board of directors for improper reasons proves that among the current directors of the board of directors of listed companies, except the two directors nominated by the company, other directors are not controlled by the company. Therefore, “even if the two director candidates nominated by the company are all deliberated and approved by the extraordinary general meeting of shareholders of the listed company, the company is only improving the governance structure of the listed company and cannot control the board of directors of the listed company.”
overdue loans are still rising, approaching half of the net asset amount
The financial Associated Press reporter noted that the overdue amount of Jiangsu Xinning Modern Logistics Co.Ltd(300013) loans is still increasing.
On February 16, the company disclosed that the overdue principal of new bank loans was 29 million yuan, and the creditor was China Merchants Bank Co.Ltd(600036) Suzhou Branch. As the wholly-owned subsidiary Kunshan Jiangsu Xinning Modern Logistics Co.Ltd(300013) Co., Ltd. provides guarantee for the above credit, it also faces the risk of being required to bear the guarantee liability.
Up to now, Jiangsu Xinning Modern Logistics Co.Ltd(300013) has repaid the overdue bank loan principal of 5.0546 million yuan, and the accumulated overdue bank loan amount of the company and its subsidiaries is 99.9454 million yuan, accounting for 46.73% of the company’s latest audited net assets. The accumulated overdue amount of the company’s guaranteed loans to subsidiaries was 24 million yuan, accounting for 11.22% of the company’s latest audited net assets.
This is undoubtedly “worse” for today’s Jiangsu Xinning Modern Logistics Co.Ltd(300013) . Previously, the company announced that the five-level classification of loans totaling 106 million yuan in Agricultural Bank Of China Limited(601288) Kunshan branch was lowered three levels from “normal” to “suspicious”. Affected by the above situation, some of the company’s loans could not be re loaned and extended, and some of the company’s loans in Agricultural Bank Of China Limited(601288) Kunshan branch were overdue.
In this regard, some bankers told the financial associated press that after the bank loans of listed companies are overdue, in addition to the temporary overdue and the borrower provides a short-term repayment plan, banks usually take the means of five-level classification downgrade of loans and report them to the borrower and guarantor for credit investigation. If there is no hope of helping enterprises to bail out, legal proceedings will be launched. Jiangsu Xinning Modern Logistics Co.Ltd(300013) has fallen into high overdue, and other banks will follow up and reduce it, which will further hinder the financing of the enterprise.
