There is no doubt that the proposal for the change of the board of directors of Xinlong Holding (Group) Company Ltd(000955) ( Xinlong Holding (Group) Company Ltd(000955) . SZ) was passed by the general meeting of shareholders.
On the evening of March 28, Xinlong Holding (Group) Company Ltd(000955) disclosed the announcement of the resolution of the second extraordinary general meeting of shareholders in 2022. The proposal on the election of non independent directors by the board of directors, the proposal on the election of independent directors by the board of directors and the proposal on the election of non employee representative supervisors by the board of supervisors were adopted.
Since then, the new board of directors of Xinlong Holding (Group) Company Ltd(000955) has been established, while the former controlling shareholder Hainan zhuhuake industry and Trade Co., Ltd. (hereinafter referred to as Hainan Zhuhua) has only one director seat, namely Xinlong Holding (Group) Company Ltd(000955) founder Guo Kaizhu.
“We went to the meeting, but we didn’t vote.” A relevant person from Hainan Zhuhua told the 21st Century Business Herald that the controlling right of listed companies will not be given up. “By the end of this year, the entrusted voting right will belong to us. At that time, we are looking for a way to recover the control right.”
In fact, Xinlong Holding (Group) Company Ltd(000955) the extraordinary general meeting of shareholders is only a normal process after the general election of the board of directors, and the seats of directors have been “allocated” before.
On March 10, 2022, Xinlong Holding (Group) Company Ltd(000955) held the 24th Meeting of the seventh board of directors, and the main content of the meeting was “the change of the board of directors”.
Among them, the controlling shareholder of Xinlong Holding (Group) Company Ltd(000955) Jiaxing paradise Silicon Valley Equity Investment Co., Ltd. (hereinafter referred to as Jiaxing paradise Silicon Valley) nominated Bao Yue, Yu Chunshan, Zhang Sheng, Huang Yang, Zhang Quanyou and Guo Kaizhu as candidates for non independent directors of the eighth board of directors after being reviewed by the nomination committee of the board of directors. Meanwhile, Jiaxing paradise Silicon Valley nominated He Jia, Zhang Ruijun and Gao Zhiyong as independent director candidates for the eighth board of directors of the company.
According to the data, Bao Yue is the chairman of Silicon Valley paradise Industry Group Co., Ltd. (hereinafter referred to as Silicon Valley paradise group), and Yu Chunshan is the chairman of Jiaxing paradise Silicon Valley.
In addition, Zhang Sheng “served as the director of Jiaxing paradise Silicon Valley, the managing director of the Silicon Valley paradise group controlled by the actual controller, and the president of the paradise Silicon Valley Asset Management Group Co., Ltd. controlled by him”; Huang Yang “has worked in Silicon Valley paradise group since August 2011, and successively served as deputy general manager and investment director of investment management department”; Zhang Quanyou “has worked in Silicon Valley paradise group since July 2007, and has successively served as general manager, chief financial officer and managing director of financial management department.”
In other words, among the non independent directors of the Xinlong Holding (Group) Company Ltd(000955) new board of directors, only Guo Kaizhu is from Hainan Zhuhua, the former controlling shareholder.
“I’m the founder of the company. They dare not take me away.” Guo Kaizhu sent a “notification letter on requesting the Xinlong Holding (Group) Company Ltd(000955) board of directors to protect shareholders’ proposal rights, voting rights and directors’ nomination rights according to law” to the 21st Century Business Herald reporter, which mentioned that, Hainan Zhuhua once “issued the interim proposal on nominating director candidates to your board of directors according to law on March 17, 2022. However, the Secretary of the board of directors replied that he refused to submit our interim proposal to the shareholders’ meeting for voting on the grounds that we signed the voting right entrustment agreement with Jiaxing Paradise Silicon Valley in 2019. The interim proposal for the first extraordinary shareholders’ meeting in 2022 proposed by our company to your board of directors on January 6, 2022 was also rejected.”
Guo Kaizhu believes that in the share transfer agreement signed with Jiaxing paradise Silicon Valley, it was agreed that Hainan Zhuhua “nominated four directors (including one independent director). However, Jiaxing paradise Silicon Valley forcibly passed the resolution of the board of directors, revised the articles of association, reduced the number of directors and cancelled the seat of joint chairman, which has seriously damaged the legitimate rights and interests of Hainan Zhuhua and constituted a fundamental breach of contract.”
In response, Xinlong Holding (Group) Company Ltd(000955) Board Secretary Li Xiang said in an email interview with 21st Century Business Herald reporters, The company is “Convene and organize the meetings of the board of directors in accordance with laws and regulations to ensure that the directors of the company have the right to fully express their opinions on the matters considered by the board of directors, and fully disclose the opinions of dissenting directors. The company respects all shareholders to exercise their rights in accordance with laws and regulations through the board of directors and the general meeting of shareholders, but firmly opposes the abuse of shareholders’ rights and attempts to affect the normal decision-making of the company. The company will respond to the lawsuit based on legal and factual basis and earnestly safeguard its legitimate rights and interests 。”
Although Hainan Zhuhua has only one seat on the Xinlong Holding (Group) Company Ltd(000955) board of directors, its idea of withdrawing control has not changed.
According to the previous voting rights agreement, the time limit of Xinlong Holding (Group) Company Ltd(000955) of 45508591 shares (accounting for 8.45%) entrusted by Hainan Zhuhua to Jiaxing paradise Silicon Valley will expire on December 20, 2022 (the entrustment period will be automatically extended, but no longer than one year, because a non-public offering of shares has not been completed). At that time, Hainan Zhuhua will regain Xinlong Holding (Group) Company Ltd(000955) 845% of the equity.
For the two lawsuits that have been filed against Xinlong Holding (Group) Company Ltd(000955) , Jiaxing paradise Silicon Valley, the above-mentioned relevant people of Hainan Zhuhua said they would continue to fight.
Li Xiang previously told the 21st Century Business Herald reporter that the composition of the directors sent by Silicon Valley paradise group this time “can be seen that the first is to pay attention to it, and the second is to better use the resources of Silicon Valley to Xinlong Holding (Group) Company Ltd(000955) side, take the company forward better, and hope to give the market a better expectation.”
Regarding the question of “what is the development plan of Jiaxing Silicon Valley paradise for Xinlong Holding (Group) Company Ltd(000955) “, Xinlong Holding (Group) Company Ltd(000955) replied to the 21st Century Business Herald reporter that “in the future, the controlling shareholders will support Xinlong Holding (Group) Company Ltd(000955) ‘stabilizing stock and seeking increment’. While adjusting and optimizing the existing business structure and improving profitability, they will closely follow the relevant policies on the construction of Hainan free trade port and try to actively find opportunities for innovative business layout in areas in line with the industrial development direction of Hainan free trade port.”
On March 28, Xinlong Holding (Group) Company Ltd(000955) closed at 5.33 yuan with a one-day increase of 2.70%.
