Sui Tianli, who is notorious in the capital market, caused another incident to more than a dozen listed companies. Haigao communication, the new third board company under its actual control, has received a series of inquiry letters from national stock transfer companies and risk tips from the host securities companies in recent days, causing haigao communication, which was already in a lot of risks, to get into trouble again.
inexplicable replacement of directors
The cause of the matter was a motion for the replacement of directors.
On December 17, Shanghai Xingditong Communication Technology Co., Ltd. (hereinafter referred to as Xingditong), the largest shareholder of haigao communication, and Beijing saipu Gongxin Investment Management Co., Ltd. (hereinafter referred to as saipu investment), the second largest shareholder of haigao communication, respectively submitted a proposal to remove the three directors and nominate the three directors to the company, that is, to remove Liu Qiao, Zhang Yao and Yu Yang and elect Hao Yuedong Liu Haiyang and Yuan Ling are directors and other six interim proposals.
among them, the reason for the dismissal of the three persons was “failure to exercise due diligence and abuse the power of directors”, but the specific reasons were not disclosed.
On December 20, haigao communication convened the board of directors to consider only three proposals related to the election of new directors. Finally, the voting results of the three proposals were 3 affirmative votes, 2 negative votes and 2 abstention votes respectively, that is, the proposal was not adopted by the board of directors.
Zhang Yao, who abstained and voted against, believed that the removal of directors was unreasonable. There are three reasons:
First, according to relevant regulations, before the expiration of a director’s term of office, the general meeting of shareholders cannot remove him without reason;
Second, both Xingditong and Sepp investment authorize Lawyer Chen Hao of Beijing yueman Lanjiang law firm to exercise shareholder rights in haigao communication on their behalf (including but not limited to exercising shareholder proposal rights, proposing to elect or remove directors and supervisors, and exercising voting rights on their behalf). At the end of November 2021, Lei Wen, the director nominated by Xingditong, the shareholder of the company, decided to sign two litigation agency contracts. The company entrusted Beijing yueman Lanjiang law firm, where Lawyer Chen Hao works, as the litigation agent of the company. The amount of lawyer fees involved in the contract is large, and the contract is a risk agency contract. However, according to the terms of the contract, there is a risk that the company may not receive the payment but still need to pay a large amount of lawyer’s fees. To this end, the three directors to be removed requested Lei Wen to make a special report to the board of directors, but they were rejected. The three directors believe that Lawyer Chen Hao has a conflict of interest in this entrustment relationship;
Third, Xingditong and Sepp investment hold 36% of the company’s shares in total, and have nominated three directors such as Lei Wen successively. For example, the three newly nominated directors at this meeting occupy six of the seven seats on the board of directors. In this case, the company’s governance structure is unreasonable and can not provide appropriate protection and equal rights to all shareholders.
Although the director change proposal was not passed, the board of directors still decided to submit the proposal to the general meeting of shareholders for deliberation on December 28.
The abnormal action of the board of directors of haigao communication attracted the attention of the regulatory authorities.
On the 23rd, the national stock transfer company issued an inquiry letter to haixintong:
Source: inquiry letter of share transfer company
After the intervention of the regulatory authorities, on the 24th, the host securities firm Tianfeng Securities Co.Ltd(601162) immediately disclosed a risk warning announcement with frequent changes in directors.
Up to now, haigao communication has not replied to the inquiry letter. However, the company decided to postpone the general meeting of shareholders for 3 days to December 31.
haigao communication risk highlights
Xingditong and Sepp investment are enterprises under Sui Tianli, who indirectly controls 36% of haigao communication through these two companies. In July this year, the trade scam woven by Sui Tianli broke out, and the case is still under investigation.
According to the announcements of several listed companies, Sui Tianli and its enterprises Xingditong, through their supply chain platform, placed orders with many listed companies by using the industry rules of 10% advance payment for customized products. In this mode, once the downstream customers are in arrears or the upstream suppliers are overdue, there will be large amount of overdue accounts receivable, inventory impairment and so on.
According to incomplete statistics, Shanghai Electric Group Company Limited(601727) , Shanghai Hongda New Material Co.Ltd(002211) , Raisecom Technology Co.Ltd(603803) , Jiangsu High Hope International Group Corporation(600981) , Jiangsu Zhongli Group Co.Ltd(002309) and other more than ten listed companies have been involved in the “private network communication” trade scam set up by Sui Tianli, and the scale involved in the case exceeds 10 billion yuan according to preliminary statistics.
Haigao communication’s share price has fallen by 60% so far, with the latest market value of 64.8 million yuan. Statistics show that as of the end of June, the number of shareholders of the company was 413.
Sui Tianli’s trade scam has a great impact on haigao communication. In the first half of this year, the operating revenue of haigao communication was 4.9431 million yuan, a year-on-year decrease of 89.52%; The net profit loss attributable to the shareholders of the listed company was 43.5375 million yuan.
According to the risk warning released on Tianfeng Securities Co.Ltd(601162) 24, haigao communication has frequent changes in directors, supervisors and senior management recently; The company’s performance fell sharply and its profitability decreased significantly; The company has not contacted Sui Tianli and Liu Qing, the actual controllers; The company has some risks, such as uncollected foreign investment funds, all shares controlled by the actual controller and its concerted actors have been frozen or pledged by the judiciary, and the company’s accounts receivable accounts account for a large proportion of total assets.
(Shanghai Securities News)
