Many enterprises want to ride the east wind of new energy vehicles, but not everyone is so smooth.
Liaoning Sg Automotive Group Co.Ltd(600303) to acquire new energy vehicle assets, minority shareholders are firmly opposed!
Minority shareholders said: the competitiveness of the assets they buy is unknown, and it is hard to say whether they can produce in the future.
The person in charge of the company said: these hot money have bad intentions and want to seize control!
Which is right or wrong?
a transaction related to transformation
Liaoning Sg Automotive Group Co.Ltd(600303) the dispute between management and minority shareholders stems from an asset acquisition.
In September 2021, Liaoning Sg Automotive Group Co.Ltd(600303) announced that it planned to acquire the technology of Chery S18 (Ruiqi M1) and s18d (Ruiqi x1) models for the development and production of pure electric cars and SUVs, and accelerate the progress of pure electric passenger vehicles.
The acquisition includes body assets, fixed assets, intangible assets, etc. the final transaction price is determined based on 132.3 million yuan and combined with the third-party evaluation value.
Wang Peng (pseudonym), the person in charge of Liaoning Sg Automotive Group Co.Ltd(600303) stressed in an interview with the reporter of securities times · e company that the acquisition is to acquire advanced and mature technologies and continuously digest and absorb independent research and development, which can fill the gap in the pure electric passenger vehicle market and speed up the transformation of the company's product structure
However, minority shareholders do not agree that the two models bought have been discontinued for many years, the product competitiveness is unknown, and there is uncertainty about whether normal production can be realized.
Some shareholders proposed to submit the transaction to the general meeting of shareholders for deliberation, but they did not agree, because the amount of the transaction did not account for 5% of the current net assets.
Therefore, the minority shareholders decided to convene the board of directors on their own.
a self convened general meeting
On April 9, Liaoning Sg Automotive Group Co.Ltd(600303) shareholders, including seven shareholders, including Neng green and Yu Jing, issued announcement documents on the website of the Shanghai Stock Exchange and planned to convene a general meeting of shareholders in Beijing on May 5, hoping to terminate the above-mentioned transaction of the company and re elect the board of directors.
The seven shareholders who convened the general meeting of shareholders held 6 Hebei Sinopack Electronic Technology Co.Ltd(003031) 435% equity in total. Among them, except Shenzhen Zhongneng holding 7.2%, the shareholding ratio of other shareholders is less than 5%.
This was opposed by the Liaoning Sg Automotive Group Co.Ltd(600303) board of directors.
On April 9, Liaoning Sg Automotive Group Co.Ltd(600303) issued an announcement that the notice of seven minority shareholders convening the extraordinary general meeting by themselves was invalid, and the extraordinary general meeting should be terminated immediately.
Li Zhongming (a pseudonym), the representative of minority shareholders, disclosed to the reporter of E company that since January this year, some minority shareholders have submitted letters to the board of directors and the board of supervisors of the company for convening an extraordinary general meeting of shareholders for many times, and informed the board of directors in writing that it would convene a general meeting of shareholders on its own, but they were rejected by the board of directors.
Liaoning Sg Automotive Group Co.Ltd(600303) the board of Directors believes that the practices of shareholders such as Zhongneng violate the relevant articles of association and procedures of the company, and their statements about the lack of timely feedback by the board of directors and the board of supervisors are seriously inconsistent with the facts.
Wang Peng also questioned the qualification of shareholders. On March 30, 2022, the Shenzhen intermediate people's court announced that the auction of 6 Guangdong Sanhe Pile Co.Ltd(003037) 2% equity held by Zhongneng green will resume.
In terms of convener qualification, Jia Muyun, Jiang Pengfei and other natural persons among the minority shareholders used the margin trading credit account to buy and hold Liaoning Sg Automotive Group Co.Ltd(600303) shares, which Liaoning Sg Automotive Group Co.Ltd(600303) considered to be inconsistent with the regulations.
Li Zhongming told reporters that even for the securities recorded in the credit transaction guarantee securities account, the right subject is still the customer, but the right needs to be exercised in the name of the member.
In addition, Jia, Jiang and other relevant principals of securities companies and business departments who have opened financing accounts respectively know and agree that they can convene the general meeting of shareholders as the convener. Therefore, they have the right to convene the extraordinary general meeting of shareholders together with other shareholders in their own name.
It is getting closer to May 5, but there are still serious differences between Liaoning Sg Automotive Group Co.Ltd(600303) board of directors and minority shareholders on whether the general meeting of shareholders is compliant and effective.
However, Li Zhongming told reporters that the general meeting of shareholders is still actively preparing.
a listed company facing difficulties
Liaoning Sg Automotive Group Co.Ltd(600303) is mainly engaged in the production and sales of complete vehicles, cars and parts. It is the only listed company on the main board in Dandong, Liaoning Province.
Huanghai bus, known as the "cradle of Chinese buses", has created a glorious history and played an important role in the war to resist US aggression and aid Korea and the 2008 Beijing Olympic Games.
However, the development has slowed down in recent years. In the words of Li Zhongming, the representative of minority shareholders: "in the past year, the situation of listed companies has deteriorated sharply. As shareholders, we look very worried, but it's useless to worry, because we don't have seats on the board of directors."
The deterioration in Li Zhongming's eyes is the decline in Liaoning Sg Automotive Group Co.Ltd(600303) operating performance, with a loss of billion yuan in the first three quarters of last year.
From the financial statements, the income of listed companies fell from more than 2.9 billion yuan in 2018 to more than 2.6 billion yuan in 2020.
It is reported that the company has established the business objectives and strategies for the bus, pickup truck, axle and special owner camp in 2022, hoping to reduce the losses of its main business significantly and strive for profits this year.
( Liaoning Sg Automotive Group Co.Ltd(600303) has completed the whole vehicle design of the new product)
However, in Wang Peng's view, even if the above objectives are achieved, the total revenue of the company will only be 3-4 billion yuan in the future, and the profit will be 10 million yuan.
Therefore, the board of directors aims at the business increment of new energy passenger vehicles.
"A Haima Automobile Co.Ltd(000572) with annual sales of 1.4 billion yuan is valued at 10 billion yuan, with Chongqing Sokon Industry Group Stock Co.Ltd(601127) losses of nearly 3 billion yuan, valued at more than 50 billion yuan, with a maximum of 110 billion yuan. We believe that as an enterprise with a new energy industry foundation, the transformation of new energy passenger vehicles is in line with the company's development strategy."
This statement clearly shows the management's consideration. Moreover, Wang Peng said, if new energy passenger vehicles are not put into operation in 2022, the company's product output will not exceed 2000, and the company will be included in the special publicity list at that time
for what
Liaoning Sg Automotive Group Co.Ltd(600303) .
company's current equity is scattered, and the voting participation rate of the general meeting of shareholders is low in the case of the above-mentioned particularity of the company, Zhongneng and other shareholders can jointly control 14.99% of the voting rights of shares, which may have a significant impact on the resolutions of the general meeting of shareholders of the company and essentially constitute the acquisition of listed companies.
Wang Peng believes that the challenge of minority shareholders is the malicious seizure of control by social hot money. "From the perspective of cost, on the one hand, these hot money hope to boost the stock price with the help of speculation, on the other hand, they also like the company's qualification of new energy vehicles.
In 2020, the Ministry of industry and information technology added the qualification of new energy passenger vehicles to Liaoning Sg Automotive Group Co.Ltd(600303) on the basis of the original qualification. At present, the market price of this qualification alone has reached 1 billion yuan. "
However, the minority shareholders have denied that the re-election of the board of directors constitutes a substantial acquisition.
"Huatai Automobile holds 19.77% of the voting rights of the company's shares, while the total voting rights of the shares held by the convener is 14.99%. Huatai Automobile has a far greater impact on the resolutions of the general meeting of shareholders than the convener."
Small and medium-sized shareholders also said that since all conveners did not constitute persons acting in concert and there was significant uncertainty about the voting intention of shareholders, it was not possible for the convener to constitute the acquisition of listed companies, and the convening of an extraordinary general meeting of shareholders had nothing to do with the acquisition of listed companies.
At present, Liaoning Sg Automotive Group Co.Ltd(600303) promotes the acquisition as planned.
The latest announcement shows that the asset delivery of the two models has been completed before March 30, 2022.
No matter which is right or wrong, at least we can see that the attention and participation of minority shareholders in the development of listed companies are increasing.
As a legal expert of a listed company said: "under the background that the registration system is about to be fully launched, the active participation of minority shareholders in the governance of listed companies is undoubtedly a good thing for promoting the standardized operation of listed companies."
