Recently, Jiangsu Xinning Modern Logistics Co.Ltd(300013) (300013, SZ; yesterday’s closing price of 3.94 yuan / share) replied to the letter of concern from the Shenzhen Stock Exchange on matters such as the two major shareholders of the listed company trying to convene an extraordinary general meeting but being rejected by the company.
Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that if there are two non independent directors in this by election, Zeng Zhuo and Henan Zhongyuan Financial Holding Co., Ltd. (hereinafter referred to as Zhongyuan financial holding) will have four of the six non independent directors in total, and Zeng Zhuo and Zhongyuan financial holding jointly hold 15.56% of the shares of the company, far exceeding other shareholders, The voting rights of the company’s shares under its actual control are enough to have a significant impact on the resolutions of the general meeting of shareholders of the company, and more than half of the members of the board of directors of the company can be elected through its actual control of the voting rights of the company’s shares.
On the other hand, according to relevant regulations, Zeng Zhuo has been listed as a dishonest executee and is now an acquirer who is not allowed to acquire a listed company. If the proposal continues to be implemented, it will make the illegal acquisition of the company actually controlled and acquired by Zeng Zhuo and Zhongyuan financial holding a fait accompli.
However, Zeng Zhuo said that due to the performance losses of listed companies and overdue loans, Zhongyuan financial holding took the initiative to contact itself to try to convene a shareholders’ meeting and nominate directors to improve corporate governance. In the whole process of convening the extraordinary general meeting of shareholders, it signed relevant notice documents with Zhongyuan financial holding only in accordance with the procedural requirements, and did not participate in other matters.
listed company: two shareholders do not have the conditions to convene the general meeting
At present, Zeng Zhuo and Zhongyuan financial holding hold hold 8.13% and 7.43% of the shares of Jiangsu Xinning Modern Logistics Co.Ltd(300013) respectively, with a total proportion of 15.56% of the shares of listed companies.
The Jiangsu Xinning Modern Logistics Co.Ltd(300013) board of directors is composed of four non independent directors and three independent directors, two of which are nominated by Zhongyuan financial holding. However, according to the articles of association, the number of seats on the board of directors of the company is 9.
For the two major shareholders trying to jointly convene the extraordinary general meeting and nominate directors, Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that if the by election of directors, Zeng Zhuo and Zhongyuan financial holding will have 4 of the 6 non independent directors, and the total shares of the listed company held by Zeng Zhuo and Zhongyuan financial holding far exceed other shareholders, and the actual voting rights available are enough to have an impact on the general meeting of shareholders of the company, And decide to elect more than half of the members of the board of directors.
Jiangsu Xinning Modern Logistics Co.Ltd(300013) also listed the proportion of voting rights held by shareholders attending the previous general meeting of shareholders, with the intention that the voting rights of shares of the company 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.
In the reply letter, Jiangsu Xinning Modern Logistics Co.Ltd(300013) mentioned that after inquiry, Zeng Zhuo has been listed as a dishonest executee, and in the Jiangsu Xinning Modern Logistics Co.Ltd(300013) detailed equity report issued on January 9, he also admitted that he has a large amount of debt, which has not been paid off when due and is in a continuous state.
Jiangsu Xinning Modern Logistics Co.Ltd(300013) said that according to item (1) of paragraph 2 of Article 6 of the measures for the administration of the acquisition of listed companies, the subject with a large amount of debt, outstanding at maturity and in a continuous state shall not acquire a listed company. Zeng Zhuo is now a purchaser who is not allowed to acquire a listed company. Zeng Zhuo united with Zhongyuan financial holding has made it qualified to control listed companies. If this proposal continues to be implemented, it will promote the illegal acquisition of companies actually controlled and acquired by Zeng Zhuo united with Zhongyuan financial holding to become a fait accompli.
At the same time, Jiangsu Xinning Modern Logistics Co.Ltd(300013) believes that the board of directors of the company has actively performed its duties, refuses to accept the letter of the board of directors and the proposals and proposals mentioned in the letter in accordance with Article 60 of the measures for the administration of the acquisition of listed companies, and does not start the relevant procedures for shareholders’ request for convening the general meeting of shareholders specified in Article 48 of the articles of Association; Based on the refusal of the board of directors, the board of supervisors of the company believes that the preconditions for convening shareholders (referring to Zeng Zhuo and Zhongyuan financial holding, reporter’s note) to propose to the board of supervisors to convene an extraordinary general meeting of shareholders are not met. Based on the above feedback of the board of directors and the board of supervisors on the convening shareholders, and combined with the relevant analysis of the law firm, the preconditions for convening shareholders to convene shareholders’ meetings by themselves are not yet met.
shareholders said: the meeting was convened because of the company’s “continuous loss” and so on
Listed companies and the two major shareholders stick to their own words, which makes things complicated and confusing.
Zeng Zhuo said 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, and there were multiple overdue loans in January 2022, and the performance pre loss was as high as 140 million yuan to 195 million yuan.
Since the shareholding ratio of Zhongyuan financial holding did not exceed 10%, 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, It is beneficial to improve the governance of listed companies. Therefore, we agree to the request of Zhongyuan financial holding to jointly propose to convene an extraordinary general meeting of shareholders.
The two non independent directors nominated this time are Hu Shihan and Li Chaojie. Hu Shihan is currently the deputy general manager of Zhongyuan financial holding (Shenzhen) Investment Co., Ltd., but Li Chaojie once worked as the deputy general manager of Guangzhou Yicheng Transportation Information Co., Ltd. (hereinafter referred to as Yicheng information), a wholly-owned subsidiary of the listed company. However, Li Chaojie no longer works in the listed company. 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.
In this regard, Zeng Zhuo said that during the whole process of convening the extraordinary general meeting of shareholders, relevant notice documents were signed jointly with Zhongyuan financial holding only according to the procedural requirements. The specific contents of all proposals and the communication with the board of directors and the board of supervisors of listed companies did not participate in them, nor did they sign a concerted action agreement with Zhongyuan financial holding.
Zhongyuan financial holding said that it had previously recommended Li Chaojie to work in the Jiangsu Xinning Modern Logistics Co.Ltd(300013) system. When nominating directors this time, considering that Li Chaojie has the knowledge reserve and professional ability of directors of listed companies, has passed the board secretary qualification examination of Shenzhen Stock Exchange, and has also served in Jiangsu Xinning Modern Logistics Co.Ltd(300013) and its subsidiaries, he 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.
In addition, Zhongyuan financial holding said that the company and Zeng Zhuo did not sign agreements that should be disclosed but not disclosed, such as entrusted voting rights or concerted action agreements. Although Zeng Zhuo accepted the company’s proposal on jointly initiating and convening the extraordinary general meeting of shareholders and signed relevant notice documents in the early stage, However, it does not mean that Zeng Zhuo and the company have any relationship of concerted action or entrusted voting in the voting of this general meeting of shareholders, and the company cannot control its voting direction.
At the same time, Zhongyuan financial holding believes that the fact that the proposal to convene the 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.
