Jin Yu Che Cheng (000803): The Contention Of Control Power Is Coming.

The dispute over control over 000803.SZ for more than two years is continuing. On the evening of 26 th, Jinyu car city issued a notice that the majority shareholder of the company proposed to hold a provisional shareholders' meeting.

Reporters noted that the two major shareholders were from the North control group, and the North control department participated in the dispute over the control of Jinyu car city for a long time. An industry source told reporters: "the North control department has a clear intention and wants to have greater control as soon as possible."

BEPC wants to change its board of directors in advance.

The notice indicated that the two major proposals were to be convened to convene the interim shareholders' meeting. One is to amend the articles of association, to reduce the membership of the board from 9 to 5, of which the non independent directors have been reduced to 3, and the independent directors have been reduced to 2.

The second bill is to change the board of directors ahead of schedule. It is proposed that the board of directors, which expired in November 28th this year, advance to the tenth board of directors in October 9th.

According to the company announcement, the two shareholders of the above motion are North control Yuyang and Bejing control PV, holding 6.10% and 6.08% of the company's shares respectively, and are fourth, fifth largest shareholders of the company.

In fact, North control Yu Yang is a controlling subsidiary of North controlled PV, and North controlled PV is the concerted action of the North controlling group of the controlling shareholder of the company. At the same time, the company's large share of northeast clean, Tianjin Fuhuan, Tianjin Fuyi and Tianjin Fuhua are wholly owned subsidiaries of the North control group, holding 2.94%, 2.91%, 2.91% and 2.88% shares of the company respectively, and they are all controlling shareholders acting in concert. In addition, the second largest shareholder of the company is a concerted action from the North control department.

For the two motion of the board of directors proposed by the North control department, an industry source told reporters: "the North control department has a clear intention and wants to have greater control power and even monopoly in the board of directors." For this statement, the financial union reporter repeatedly called the listed company secretaries office confirmed, and sent an interview letter, as of press time, did not receive a reply.

According to public information, there are a total of 9 directors, 6 non independent directors and 3 independent directors. Among them, Kuang Zhiwei, chairman of the company, two independent directors Wang Min and Xu Shouyan are recommended by the North control department; directors Yang Xin and Yang Jinzhen are from Nanchong. That is to say, more than half of the directors in the board of directors belong to the North control department and the Nanchong State Investment Corporation.

Nanchong's attitude towards state owned assets is "delicate".

One industry person said: the two motion proposed by the North control department is a continuation of the dispute over equity. In 2017, coincided with the "shell year" of Jinyu car city, the company was hit by a "delisting risk warning" because of its negative net profit for two consecutive years in 2015 and 2016.

In the same year, the North control department acquired a total of 17.72% of the shares of the listed company through centralized bidding and trading. In November of that year, it became the controlling shareholder of the listed company in Nanchong, and became the operator of the state-owned shares of the country with 12.14% stake.

But compared with the shareholding ratio of Jinyu group, the original controlling shareholder of the company, the shareholding ratio of the North control department still has the disadvantage. So in March of this year, North control Yu Yang launched the tender offer plan, which intends to share acquiring company's shares by 17.74%, but eventually ended up with 4.1% tender offer results.

The North control Yuyang who failed to do so successfully acquired 2% of the company's shares through centralized bidding in May this year, so that the total share of the North control department holding company was 23.82%, just over 23.51% of Jinyu group's shareholding.

In June this year, the North control department, which was firmly held by the largest shareholder of the company, proposed the change of the company's name as "North control concentrated energy", but was rejected by the shareholders' meeting. Judging from the result of voting, Jinyu group abstained from voting, and more subtly, Nanchong state voted as the unanimous action of the North control department also abstained.

It is worth noting that this year, the company's fixed increase in fund-raising, amendments to the articles of association and other bills were rejected by the shareholders' meeting. The industry insiders said that the internal contradictions caused by the equity dispute may still continue. The motion proposed to reduce the size of the board of directors is uncertain.