Even though Leysen Jewelry Inc(603900) chairman Shen Dongjun has been sentenced to split half of the equity to his ex-wife and give up the position of actual controller of the company, Ma Jun, the new actual controller, still has a "blocked and long way to control the company".
On December 17, Leysen Jewelry Inc(603900) announced that the board of directors of the company considered and rejected the letter on proposing to convene Leysen Jewelry Inc(603900) extraordinary general meeting sent by the controlling shareholder Ma Jun on the morning of December 16, and the voting results were 2 in favor, 5 against and 0 abstention.
It is reported that on December 6, Leysen Jewelry Inc(603900) actual controller Ma Jun proposed a motion to remove director Chen Chuanming and three independent directors Zhou Xiaohu, Hu Xiaoming and Huang Dechun. At the same time, Zhuang Ou was elected as the candidate for directors and Huang Guoxiong, Qian Zhi and Chen Yiping were elected as the candidates for independent directors.
Five of the seven directors of opposed
According to the announcement, on January 18 this year, during the trial of Shen Dongjun's divorce case, director Chen Chuanming and three independent directors Zhou Xiaohu, Hu Xiaoming and Huang Dechun wrote to the people's Court of Qinhuai District, Nanjing, suggesting that the court should not divide the Leysen Jewelry Inc(603900) shares involved in Shen Dongjun's divorce and pay the corresponding price to Shen Dongjun's ex-wife Ma Qiao by means of discount compensation, Ma Jun believes that Chen Chuanming "abused the power of directors" and the three independent directors "abused the power of directors and lost their independence".
On October 26 this year, the above four people voted for the proposal on participating in the second instance of Shen Dongjun's divorce case with Ma Qiao as a third party without independent claim submitted by Shen Dongjun to the sixth meeting of the Fourth Board of directors for deliberation. Ma Jun believed that the proposal was not within the scope of the board of directors, and Chen Chuanming "violated his duty of loyalty and diligence to the company", The three independent directors "violated their obligations of loyalty and diligence to the company and lost their independence".
This time, Shen Dongjun, director Wang Zheng and three Independent Directors voted against Ma Jun's request for "re-election" of the board of directors.
Shen Dongjun believes that within 30 days from December 3, the controlling shareholder promised to reduce the company's shares held by him or his controlling shareholders to 30% or less without tender offer, and the reduction of some shares is now in an uncertain state; The three independent directors meet the terms of office corresponding to their functions and powers, and there is no situation that they are not allowed to serve as independent directors, and the act of making suggestions to the court does not belong to any situation in which they can be removed before the expiration of their term of office.
In addition, Shen Dongjun said that the suggestions put forward by the three independent directors to the court were to maintain the stable development of the company, safeguard the interests of shareholders, employees and the company as a whole, especially from the perspective of paying attention to the legitimate rights and interests of minority shareholders.
Among the three independent directors, Zhou Xiaohu believes that Shen Dongjun's divorce case may involve the change of the company's equity and may have a significant impact on the company. Starting from maintaining the company's operating stability, they wrote to the court that the enterprise's operating factors should be considered in the judgment process, precisely out of the interests of shareholders, especially the interests of minority shareholders. In fact, it has also been shown that this lawsuit has had a great impact on the development of the company, including the motion itself, which confirms the fluctuations they foresee.
Zhou Xiaohu also believes that since they joined the company, they have been working under major conflicts. Starting from the independent and effective work of directors, they strictly abide by relevant laws and regulations. We have been working to stabilize the company's development, minimize confrontation and conflict, and maintain the company's image and unity. Even if some shareholders lack factual conjectures, they urge the company to strengthen compliance construction. For various pressures, they also focus on the interests of the company's employees and the majority of minority shareholders. They are willing to accept social supervision and do their own work.
For Ma Jun's claim that Shen Dongjun did not have the ability to serve as the president of the company, which seriously affected the development of the company, including inventory increase, etc. Zhou Xiaohu said that since they joined the company, Ma Jun has never put forward substantive opinions on the operation and development of the company, and has never shown business willingness and better ability. Therefore, this view is not only far from the judgment of social common sense, but also gives people the feeling that it is more considered from family factors, opposes for opposition, and does not consider the interests of many small shareholders of the company.
the two law firms issued opposite opinions
It is worth noting that for this board meeting, two law firms issued legal opinions.
Among them, Jiangsu Taihe law firm (hereinafter referred to as Taihe) said that according to relevant laws and regulations, the firm accepted the entrustment of Leysen Jewelry Inc(603900) shareholder Ma Jun to issue a legal opinion on the relevant matters involved in his proposal to convene an extraordinary general meeting as a shareholder holding more than 10% of the company.
Taihe said that after verification, Ma Jun is a shareholder holding more than 10% of the shares of Leysen Jewelry Inc(603900) for more than 90 consecutive days. In view of the fact that the actual controller of the company has been changed from Shen Dongjun to Ma Jun, and some existing directors (including independent directors) of the company are nominated by Shen Dongjun, he can not perform his duties from the perspective of safeguarding the interests of the company, It is necessary to remove these directors and re select new directors (including independent directors). Ma Jun requests the board of directors to convene an extraordinary general meeting to consider relevant proposals, which complies with relevant laws and regulations.
However, Shanghai Haihua Yongtai (Nanjing) law firm (hereinafter referred to as Haihua Yongtai) said that it accepted the entrustment of Leysen Jewelry Inc(603900) to conduct special verification on the eighth meeting of the Fourth Board of directors and issue special legal opinions in accordance with relevant laws and regulations.
Haihua Yongtai said that first, the controlling shareholder Ma Jun, as a shareholder holding more than 10% of the shares of Leysen Jewelry Inc(603900) , has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders and submit it to the board of directors in writing. The company held a meeting of the board of directors for deliberation and voting, and failed to pass the proposal on holding an extraordinary general meeting of shareholders proposed by the controlling shareholder, which was legal and effective; Secondly, independent directors shall not be removed without reason during their term of office. The non independent directors and independent directors involved in the proposal are within their term of office. There is no situation that they are not allowed to serve as non independent directors and independent directors in relevant laws during their term of office. The board of directors has sufficient reasons to veto relevant proposals.
On December 17, Leysen Jewelry Inc(603900) the board of supervisors said that it received the letter on proposing to convene Leysen Jewelry Inc(603900) extraordinary general meeting of shareholders sent by the controlling shareholder Ma Jun on December 16. The board of supervisors announced that, according to relevant laws and regulations, a notice of the meeting had been issued on December 17 and the board of supervisors would be convened on December 21 to decide whether to agree to hold an extraordinary general meeting of shareholders.
Ma Jun: the other party cannot prevent the extraordinary general meeting from being held
On December 18, when interviewed by the daily economic news, Ma Jun said that as the new actual controller of Leysen Jewelry Inc(603900) , it is very normal to apply for holding an extraordinary general meeting of shareholders, reorganizing the board of directors, nominating new directors and independent directors, "and the several directors who voted against the proposal of holding a general meeting of shareholders exposed their ignorance of the rules of listed companies."
Ma Jun said that in terms of his shareholding ratio, shareholding time, the process of submitting the proposal and the rationality of the proposal, they are in line with the rules of listed companies, and several directors who voted against obviously exceed the authority of the board of directors. "In terms of process, they should not vote against this board of directors, but at the extraordinary general meeting of shareholders."
At the same time, Ma Jun believes that the opposition of the board of directors "controlled" by Shen Dongjun to his proposal can not prevent the process of convening the extraordinary general meeting of shareholders. Even if the board of supervisors does not agree, as a shareholder who individually or jointly holds more than 10% of the shares of Leysen Jewelry Inc(603900) for more than 90 consecutive days, he still has the right to convene and preside over the general meeting of shareholders on his own.
However, Ma Jun is worried that even if the board of supervisors agrees to his proposal to convene an extraordinary general meeting of shareholders, it is likely to have a serious impact on the operation of Leysen Jewelry Inc(603900) if it places the meeting in the last few days of the specified period, that is, before February 21.
"We are a jewelry company. Generally speaking, new year's day, Spring Festival and Valentine's day are the peak purchase and sales season. If we miss these 60 days, it is difficult to make up for the loss." Ma Jun said he hopes listed companies can end the chaos and return to normal operation and management as soon as possible.
In response to Ma Jun's statement, on December 18, the reporter also requested an interview with Leysen Jewelry Inc(603900) Secretary of the board of directors, but there was no response at the time of publishing.
(Daily Economic News)
