With the recent resignation of Shanghai Kinlita Chemical Co.Ltd(300225) ( Shanghai Kinlita Chemical Co.Ltd(300225) ) supervisors, independent directors and non independent directors, and the announcement that Shanghai Kinlita Chemical Co.Ltd(300225) shareholder Wu Guozheng plans to request the general meeting of shareholders to remove some directors, the internal contradictions of Shanghai Kinlita Chemical Co.Ltd(300225) have been officially made public. In this regard, the Shenzhen stock exchange immediately issued a letter of concern.
Shanghai Kinlita Chemical Co.Ltd(300225) disclosure of internal contradictions
On the evening of March 24, Shanghai Kinlita Chemical Co.Ltd(300225) disclosed that it had received the letter of resignation from Liu Jinmei, a non independent director, and Wang Lan, an independent director, on March 23, 2022. Both of them were elected and appointed by Shanghai Kinlita Chemical Co.Ltd(300225) at the second extraordinary general meeting of shareholders in 2019, with a term of office from December 30, 2019 to December 30, 2022.
In her resignation letter, Liu Jinmei said that during her tenure, she was unable to perform her duties as a director due to interference with her work, so she applied for resignation.
Wang Lan also said that during his tenure, due to the interference of relevant work, he was unable to normally perform the relevant duties of independent directors, so he applied to resign from the post. This is hereby notified.
Shanghai Kinlita Chemical Co.Ltd(300225) also stated in the announcement that after receiving the resignation letters from Liu Jinmei and Wang Lan, the company immediately sent letters to Liu Jinmei and Wang Lan on the morning of March 24, 2022, requiring them to truthfully state and submit the specific matters and relevant evidence referred to in the resignation letter to the company before 5:30 p.m. on March 24, 2022 Wang Lan refused to cooperate and failed to provide relevant explanations and evidence to the company as required by the company. The company believes that the reasons for resignation stated in the letter of resignation sent by Liu Jinmei and Wang Lan are seriously inconsistent with the facts and have no basis. The company has always supported and cooperated with the normal performance of the company's non independent directors and independent directors, and the company hereby makes clarification and explanation.
On March 22, Shanghai Kinlita Chemical Co.Ltd(300225) just disclosed the announcement on the resignation of supervisors and the announcement on the resignation of directors and senior managers. Wang Wei applied for resignation as supervisor and chairman of the board of supervisors, Yan Jiahua applied for resignation as director and Ge Lefan applied for resignation as vice president.
Among them, the reasons for Wang Wei's resignation are similar to those of Liu Jinmei and Wang Lan. In her resignation letter, Wang Wei said that in 2020, during the normal performance of the board of supervisors, the board of supervisors was disturbed, and the resolutions made by the board of supervisors on performance of duties were not disclosed. In 2021, during the selection of the company's supervisor candidates, the normal performance of the board of supervisors was also disturbed. Wang Wei applied to resign from the position of supervisor and chairman of the eighth board of supervisors because she was unable to perform her duties as a supervisor.
Statistics show that Wang Wei was born in July 1974 and graduated from Changjiang business school with a master's degree in senior business administration; Graduated from the school of advanced finance of Shanghai Jiaotong University with a master's degree in advanced business administration in finance. Wang Wei was nominated as Shanghai Kinlita Chemical Co.Ltd(300225) supervisor at the end of 2019, with the original term of office from December 30, 2019 to December 30, 2022.
Regarding Wang Wei's resignation, Shanghai Kinlita Chemical Co.Ltd(300225) disclosed the explanation on the resignation of supervisors on the same day, and believed that the reasons for resignation stated in the resignation letter sent by Wang Wei were seriously inconsistent with the facts.
It is worth mentioning that at the time of great changes in the team of directors, supervisors and senior executives, Shanghai Kinlita Chemical Co.Ltd(300225) shareholder Wu Guozheng plans to request the general meeting of shareholders to remove some directors.
According to the announcement of Shanghai Kinlita Chemical Co.Ltd(300225) march 23, Wu Guozheng, a shareholder who holds a total of 3.45% of the company's shares, plans to request the general meeting of shareholders to recall and by elect some of the current directors and supervisors. Including the removal of non independent director Liu Jinmei and independent director Wang Lan, and the proposal to elect Luo Dian and Wu Chunchao as non independent directors, Yu Xugang as independent directors and Shen Xudong and Zhu Shunjie as supervisors.
Wu Guozheng said that he originally planned to remove Wang Wei, a supervisor who failed to fulfill her duties and fulfill her obligations of integrity and diligence to the company. In view of Wang Wei's resignation, he will no longer apply for the proposal to remove Wang Wei, but will still investigate Wang Wei's relevant legal responsibilities according to the situation.
details required by Shenzhen Stock Exchange
Shanghai Kinlita Chemical Co.Ltd(300225) was founded in 1993. It is a leading enterprise and listed company of high-performance coatings integrating R & D, production, sales and service. Its products are widely used in the protection and decoration of passenger cars, commercial vehicles, engineering machinery, industrial components and building curtain walls.
Shanghai Kinlita Chemical Co.Ltd(300225) it is estimated that the company will have a net loss of 95 million yuan to 120 million yuan in 2021, with a profit of 912857 million yuan in the same period of last year. The company said that in 2021, due to the continuous rise of global chemical raw material prices, the company's raw material procurement amount increased significantly compared with the previous year, and the high operating cost was the main reason for the performance loss in 2021. Since the beginning of the year, Shanghai Kinlita Chemical Co.Ltd(300225) share price has fallen by 40% and closed at 8.39 yuan on March 24, down 1.06%.
The internal contradiction of Shanghai Kinlita Chemical Co.Ltd(300225) has attracted the attention of regulators. In the morning of March 24, Shanghai Kinlita Chemical Co.Ltd(300225) disclosed that it had received the attention letter from Shenzhen Stock Exchange. Shenzhen stock exchange requires the company to explain whether the situation described by Wang Wei is true, whether the disclosure of relevant resolutions of the board of supervisors is timely, and the implementation progress of relevant matters, and requests the board of directors and other members of the board of supervisors to verify and express their opinions on the above matters, and to explain whether the company has violated the rules such as the company law, the GEM Listing Rules and so on, And provide relevant supporting materials.
At the same time, the Shenzhen Stock Exchange also asked Wang Wei to explain the specific contents of the resolutions of the board of supervisors that she believed had not been disclosed, whether the relevant matters met the disclosure standards, the implementation progress of the relevant matters, and the specific circumstances and relevant basis that she believed that the performance of the functions and powers of the board of supervisors was disturbed during the selection of supervisor candidates.
In addition, the Shenzhen stock exchange is also concerned about the resignation of several directors, supervisors and senior managers of Shanghai Kinlita Chemical Co.Ltd(300225) in recent 12 months. Including director Yan Jiahua, independent directors sun Minjie and Wu Yibing, supervisors Wang Wei and Jiang Changxiong, vice presidents Zhang Lan and Ge Lefan. Regarding the resignation of sun Minjie and Wu Yibing, Shanghai Kinlita Chemical Co.Ltd(300225) has been approved by the shareholders' meeting on January 28, 2022 to elect Tu Tao as the independent director of your company, and on March 16, 2022 to elect Ma Weihua as the Shanghai Kinlita Chemical Co.Ltd(300225) independent director.
Shenzhen stock exchange requires the company to specify the specific reasons for the resignation of the above directors, supervisors and senior managers, whether there are major adverse changes in the company's production and operation, and whether there are violations by the company, controlling shareholders, actual controllers and their related parties; And ask the above-mentioned personnel to explain the specific reasons for their resignation, whether they can perform their duties independently and normally during their tenure, whether they are concerned about matters that have a significant adverse impact on the production and operation of the company, and whether they are concerned about the violations of the company, controlling shareholders, actual controllers and their related parties.
At the same time, Shenzhen stock exchange requires the company to explain the impact of the resignation of the above personnel on the company's production and operation, decision-making on major matters, effectiveness of internal control, etc. Shanghai Kinlita Chemical Co.Ltd(300225) to ensure the normal operation of corporate governance and operation, the measures taken and proposed to be taken.
Shenzhen Stock Exchange has also paid attention to Wu Guozheng's interim proposal on the recall and by election of some current directors and supervisors, and asked Wu Guozheng to further explain the reasons for nominating relevant personnel in combination with the personal situation, professional ability and employment experience of the nominated directors and supervisors, as well as the relationship with the controlling shareholder, actual controller, other directors, supervisors and senior managers of the company, And whether the relevant personnel have the corresponding competence and can be diligent and responsible in the process of performing their duties, and invite the independent directors of the company to check the situation of the director candidates and express independent opinions.
