Two Years Of Holding Power Struggle Ended? The North Control System Is In Full Power.

A month ago (September 26th), Jin Yu Che Cheng (000803) received the "North control system" notice. The core issue was to reorganize the board of directors of Jinyu car city, to reduce the board of directors of the 9 people to 5 people, and comprehensively control the listed company ahead of schedule.

In October 21st, Kim Yu Che formally convened a provisional shareholders' meeting to vote on board members. The struggle for control over listed companies became clearer over the past two years. Finally, with the result of the election of the new board of directors, the "North control department" will actually control the board of directors of 4/5, and the two largest shareholders seem to have won the battle.

The board of directors was reduced from 9 to 5.

"North control department" pointed out that because Jinyu car city is now in a relatively small scale and the number of board of directors of listed companies is too large, in order to streamline personnel, improve governance structure and improve decision-making efficiency, according to the actual needs of the operation and governance of the board of directors of Jinyu City, it is proposed to reduce the number of board members from 9 to 5. Among them, the non independent directors were reduced from 6 to 3, and the number of independent directors was reduced from 3 to 2.

In view of the proposed adjustment of the number of directors of Jinyu car city, and the ninth board of directors will expire in November 28, 2019, according to the relevant provisions of the company law and the articles of association, the "North control department" brings the general election of the board of directors of the listed company ahead of schedule.

In September 29th, Kim Yu Che City convened the ninth board of directors meeting, and passed the "North control department" proposed early reorganization of the board of directors related bills. According to the arrangement, the shareholders of Jinyu car city need to put forward the tenth board candidates before 09 October 2019. The board election will be held in October 21st. The cumulative voting system will be adopted in the election. The new board of directors will be elected for three years from the shareholders' meeting.

Securities Times e reporter noted that in the voting of the board of directors of Jinyu car city on the reorganization of the relevant motion, the final voting results showed that several major shareholders voted for the vote, while the independent director ho Yun voted the only abstentions.

He Yun believes that doing well the operation of Jinyu city and striving to make profits this year is the top priority for the listed companies. The North shareholder of the proposal shareholder lacks specific and substantial reasons for reducing the seats provided by the board of directors, and can not see the necessity of drastically reducing the seats of the board of directors and the positive significance for the development of Jinyu city.

As a matter of fact, the North control proposal has greatly reduced the number of directors to 5, while proposing that "one chairman and one to two vice chairmen" should be stipulated in the rules of directorate meetings.

Ho Yun further pointed out that for Jinyu car city such a small company, can not see the proposal shareholder North control of Jinyu car city corporate governance arrangements reasonable consideration. If the number of directors is reduced to 5, it will narrow the voting rights of the board of directors, which may damage the democracy and scientificity of the board decision making, and increase the arbitrariness and uncertainty of the board decision making, which may be unfavorable to the development of the listed companies and the interests of all shareholders, especially the minority shareholders.

Two shareholders fight for control

Back to the first half of 2017, at that time, the "North control department" increased its holdings of Jinyu city 15 times in a month by its 5 companies, namely Beijing North control photovoltaic technology development Co., Ltd. and Beiqing clean energy Co. Ltd. Finally, the "North control department" took 22 million 634 thousand shares of Jinyu car city, accounting for 17.72% of the total share capital of the listed company.

As an important shareholder, Nanchong state owned assets investment and operation limited liability company (hereinafter referred to as Nanchong state investment) directly owns 15 million 508 thousand and 500 shares of Jinyu car city, and its corresponding shareholding ratio is 12.14%, which has a decisive position on the listed company.

In November 2017, the "North control department" took the opportunity to conclude a joint action with Nanchong state investment. The two sides jointly held 38 million 142 thousand and 500 shares of Jinyu City, with a shareholding ratio of 29.86%. As a result, the shareholding ratio of the "North control system" has surpassed that of Jinyu Holdings (23.51% shareholding ratio), which has been controlling Jinyu city for 15 years. It has been promoted to become the largest shareholder of Jinyu City, and now the "North control department" of the listed company chairman Kuang Zhiwei has been stationed in the listed company.

Since then, Jinyu holdings and the North control department have carried out several rounds of attack and control on the control rights of listed companies, but the latter demands have not been fully fulfilled.

In December 2017, Jinyu car city disclosed a fixed increase plan to issue 22 million 400 thousand shares and 3 million 100 thousand shares to North controlled PV and Nanchong state investment respectively, raising 560 million yuan for listed companies to repay bank loans and supplement working capital. In fact, the increase will not only bring enough liquidity to Jinyu City, but also strengthen the control of Jinyu city.

If this is successfully implemented, the proportion of shares held by the North control system will increase to 29.39% and become the single largest shareholder. However, due to the huge controversy between the two major shareholders of Jinyu car city, the final increase plan was delayed for a long time until the end of December 2018.

In April 3, 2019, Jinyu car city released the tender offer report. "North control department" to enhance control over the listed company, its concerted action North Fuzhou control Yu Yang equity investment partnership (limited partnership) (hereinafter referred to as Fuzhou North control Yu Yang) proposed the number of tender offer shares is 22 million 660 thousand shares, accounting for 17.74% of the total capital stock of Jinyu City, the offer price is 15.08 yuan / share, the total amount of funds required is 342 million yuan.

In May 6th, the deadline for the offer was expired. According to the official website of Shenzhen Stock Exchange, as of May 6th, the net number of households received was 192, involving a total of 5 million 231 thousand and 700 shares, accounting for 4.09% of the total number of shares. From the results of the offer, the "North control" offer shares were far below the expected 22 million 660 thousand shares, and the single largest shareholder plan was temporarily lost.

In May 10th, Jinyu car city announced that its controlling share, northeast controlled PV or its holding company, Yuyang, Fuzhou, would increase its holdings of 1% to 2% shares within 12 months from the date of completion of the offer. On the night of June 13th, Jinyu car city also announced that it would change the name of the company (Chinese and English) and the securities abbreviation, and the securities were changed short to "North control concentrated energy". However, the change of name of the listed company failed to pass the subsequent shareholders' meeting to vote.

Independent directors have been reluctant to sell assets.

At the end of May 2019, Jinyu car city had continuously announced the proposal to increase and sell shares of subsidiaries, and held a provisional general meeting in June 28th to vote.

Securities Times e reporter noted that Jinyu car city will sell its real estate subsidiary, Jinyu real estate, which has supported its performance, and this sale plan has become a direct fuse for "independent director". Statistics show that Jinyu real estate was established in April 1997, with a registered capital of 40 million yuan, controlled by Jinyu car city 100%. By the end of 2018, Jinyu real estate assets totaled 365 million yuan and net assets 47 million 700 thousand yuan; in 2018, the company completed operating income of 20 million 820 thousand yuan, with a loss of 23 million 210 thousand yuan.

According to the evaluation report, in the assessment date of December 31, 2018, Jinyu real estate 100% stake valuation value in accordance with the income method to assess the value of -1.05 million. The value of the asset based valuation method is 10 million 109 thousand and 600 yuan. At the same time, in May 6, 2019, Jinyu real estate made a valuation of -3789.04 million after making a dividend of 48 million yuan resolution.

It should be pointed out that the 3 housing buildings in the fixed assets that were included in the assessment area were formed by the construction of the Tiancheng project in 2016. This part of the buildings has not yet obtained the warrants and related formalities, the construction area is as high as 10314.36 square meters, and the net book value is 59 million 567 thousand and 300 yuan. Because the part of the buildings and buildings did not get the relevant approval, there was a risk of being demolished by the government as a violation of the building. The asset appraisal report has assessed the property above 0 yuan.

In June 24th, Jinyu car city announced that by inviting tendering and bidding procedures, the three winning companies that were invited to bid would determine the winning unit with the best conditions for Shanghai Rui Cong Cci Capital Ltd (Rui Cong investment) and finalize the equity transaction amount of 10 thousand yuan.

On the scene of the shareholders' meeting, the securities times e company reporter was informed exclusively that, for the motion to sell assets of Jinyu car city, a deputy director who did not want to be named said that the motion of a listed company to sell Jinyu real estate had been deliberated through the previous board of directors, but subsequently, the company obtained the assessment report, audit report and other related materials from the company, and found that there were many misgivings in the data involved in the motion and many other places, calling on shareholders to vote cautiously.

The independent director pointed out that the sale of assets mainly involves three important matters: "first of all, in the asset appraisal law, the book value of long-term equity investment of Jinyu property is 7 million 700 thousand yuan, while the assessment company uses telephone and inquiry methods to reduce the value of its long-term equity investment valuation by about 40000000 yuan, resulting in the asset item impairment of 54 million 420 thousand yuan, and we have doubts about this."

Secondly, the results of the asset appraisal show that the book value of Jinyu real estate is about 59000000 yuan, but the value of 3 houses and buildings in fixed assets is 0. According to the lack of related assets formalities, there is a risk of being demolished. The independent director believed that, without obtaining accurate opinions, the value of this part of the fixed assets was zeroed and there was a serious skepticism about the prudence of this judgment. In addition, in May 6th, Jinyu real estate held a resolution of shareholders' meeting to distribute dividends to shareholders 48 million yuan, but this matter needs careful consideration.

According to the company law, corporate profits can be allocated. In 2018, Jinyu real estate financial report was a loss, and before the dividend distribution was made, Jinyu real estate's undistributed profit was only 5200 yuan. Under such circumstances, it is not appropriate to make a dividend of 48 million yuan to shareholders, and these three projects cause Jinyu property impairment value of about 100 million yuan.

Finally, under the efforts of the independent director, the above asset sale bill of Jinyu car city did not vote through the shareholders' meeting, thus avoiding the risk of a sale of assets of a listed company.

The North control system takes control.

In October 10th, Jin Yu car city received letters of proposal from important shareholders such as "North control department", Tibet Rui Dong, Nanchong state capital, and Jin Yu holding group, and presented their respective board candidates respectively.

Among them, North control photovoltaic nominated Kuang Zhiwei and Wang Kaijun as the new non independent directors of Jinyu City, Zhang Ruji and Wang Yunchen were independent directors; Tibet Rui Dong nominated Xie Xin as the non independent director; Kim Yu holdings nominated Hu Ming and Hu Zhiqi as independent directors.

He was selected as an independent director, while Nanchong state owned only nominated Guo Junyuan as an independent director.

Before the change of election, the board of directors of Jinyu city was composed of 6 directors and 3 independent directors. The two largest shareholders had the same right to speak on the board of directors. Among them, directors Hu Zhiqi and Hu Ming came from Jinyu holdings, and nominated independent director ho Yun; Director Yang Jinzhen, Yang Xin, and independent director Wang Min were nominated for Nanchong national investment; in addition, directors Kuang Zhiwei and independent director Xu Shouyan were recommended by "North control department", and director Wu Xiaohui also represented North control.

In the evening of October 21st, Kim Yu Che disclosed the results of the provisional shareholders' meeting. Kuang Zhiwei, Wang Kaijun and Hu Ming were elected as the new directors. Wang Yunchen and Guo Junyuan were elected new independent directors.

Securities Times e reporter noted that Wang Kaijun, director Wang Yunchen and Guo Junyuan were new faces, but none of the last independent directors was re elected. Among them, the last independent director ho Yun received 60 million 63 thousand and 300 votes of approval, accounting for 63.82% of the total number of valid voting shares, only 65.91% of Guo Junyuan's. In addition to the concerted action relationship with Nanchong state investment, after the change of election, the "North control department" will have the board seat of 4/5 of Jin Yu car city, which will achieve the full helm of Jin Yu car city.

Statistics show that Wang Kaijun holds a doctorate in environmental technology from Kasetsart University, Holland, and has served as the chief engineer of the Beijing Academy of environmental protection. Now he is a professor of the environment academy of Tsinghua University, a member of the State Science and Technology Commission of the Ministry of environmental protection, and director of the national environmental protection technology management and evaluation engineering and technology center, and an independent director of the north water control group.

In this regard, Kuang Zhiwei, chairman of Jinyu car city, told the securities times e reporter that with the completion of the general election of the board of directors and the accession of Professor Wang Kaijun, it marks the official start of the transformation of listed companies. In fact, the future direction of Jinyu car city is very clear, that is, based on independent development, continuously deepening the environmental protection and energy fields.

Wang Kaijun pointed out that in the past two years, environmental protection enterprises, driven by capital, were significantly affected by factors such as cash flow and high leverage. However, this does not mean that there are big problems in the environmental protection industry. The environmental protection industry is still encouraged by the development of national policies.

In addition, Kuang Zhiwei believes that from a technical point of view, many environmental problems can be solved, mainly considering the issue of cost and business value. Professor Wang Kaijun is a senior expert in the environmental protection industry. He has been awarded the two prize of the national science and technology progress award, the Ministry of Education Science and technology progress award, the Ministry of Education Technology Invention Award and the environmental science and Technology Progress Award and other provincial and ministerial level awards, more than 20 times, helping to help listed companies to continue to develop.