ST Surround The Sea "Hundred Days": 9 Directors Were Proposed To Recall The Illegal Guarantee.

A wave is not yet smooth.

On November 14th, ST Wai Hai (002586.SZ) controlling shareholder Zhejiang Wai Hai Holdings Limited (hereinafter referred to as "Wai Hai Holdings") was requested to convene a shareholders' meeting by letter, calling for the removal of 6 directors and 3 supervisors from ST Wai Hai.

In accordance with the proposal of major shareholders, the board of directors and board of supervisors will be "one pot". What is surprising is that these 3 directors of the ST Wai Hai, who were proposed to be removed by Wai Hai holdings, were elected under the support of Wai Hai Holdings Limited.

And ST Wai Hai described the situation as "urgent and important", and sent a letter to the controlling shareholder to verify the authenticity of the related matters, and requested that the relevant directors and supervisors should not be complying with the details of their responsibilities and obligations.

In November 14th, the relevant person in charge of Wai Hai responded that the move was for the shareholders of listed companies to exercise proper legal rights in accordance with relevant laws.

Less than 3 months from support to confrontation.

According to the announcement, Wai Hai holding has called for the removal of 6 directors from ST Wai Hai, 3 are non independent directors, 3 are independent directors, including the current chairman Zhong Chengrong, and 3 supervisors who are proposed to be removed include Huang Zhaoxiong, the incumbent supervisory board chairman. Wai Hai holdings also nominated candidates for new directors and supervisors.

The reason why Wai Hai holdings proposed the removal of ST and its supervisors is that the relevant directors and supervisors failed to fulfil their responsibilities and obligations as directors and supervisors. They are not suitable for continuing to serve as directors and supervisors of the company.

The action of Wai Hai holdings is amazing.

Enquiries revealed that the ST Wai Wai Tung and supervisors, who were asked to be removed by Wai Hai holdings, were elected by the general meeting of shareholders in August 16th this year. Up to now, less than 3 months have passed.

At that time, Wai Hai holdings had no objection to the composition of the new board of directors and board of supervisors to elect Zhong Chengrong.

At the board meeting of ST Wai Wai, held in July 31st, the general election bill passed was unanimous or abstained. Wai Hai holding controller Feng Quanhong, Wang Zhangquan and Qiu Chunfang were the chairman, vice chairman and director of ST Wai Hai respectively.

Zhong Chengrong and others were successfully elected at the shareholders' meeting in August 16th, and were also supported by Wai Hai holdings. Statistics show that Wai Hai holdings holds 492 million 697 thousand and 200 of the ST sea 43.06%, which plays a decisive role.

It is worth noting that Wai Hai Holdings has denied this to ST Wai Wai Tung and supervisors who were elected 3 months ago, including "self".

Among the 6 directors who asked to be removed from Zhejiang, Zhang Chen Wang, who worked in the relevant positions of the sea in Zhejiang since 1996, can be regarded as a senior employee of Wai Hai holdings. Chen Wei, the independent director, was recommended by the Wai Hai holding company in August 2nd in order to increase the provisional bill and was elected by a different election.

In addition, Zhu Lin, one of the 3 supervisors who asked for the removal of Wai Hai holdings, is the Secretary of the Communist Youth League and deputy director of the party office.

But Wai Hai holdings also has the option of dismissal.

According to the announcement, Chen Hui, who was not elected by Wai Hai holdings, is the current director and general manager of ST Wai Hai, whose other status is vice president of Wai Hai holdings.

In the list of recall submitted by Wai Hai holdings, Zhong Chengrong, the current chairman of ST Wai Hai, is very conspicuous.

The announcement indicates that the Shanghai Millennium engineering Cci Capital Ltd (hereinafter referred to as the Millennium Project) is the second largest shareholder of ST Wai Hai, while Zhong Chengrong is the actual controller of the Millennium Project. Zhong Chengrong and his spouses actually control the total number of ST shares in the sea around 83 million 263 thousand and 200 shares, accounting for about 7.28% of the total share capital.

However, although Zhong Chengrong became chairman of ST Wai Hai in August 16th this year, the replacement of the legal representative of ST Wai Hai was replaced by Chen Hui from Wai Hai.

The Millennium Project has been intersect ST Wai Wai's current independent director fees for new students, as well as chairman of the board of supervisors Huang Zhaoxiong and supervisor Jia Xingfang are listed in Wai Hai holdings.

Behind the recall is chaos.

Wai Hai holdings proposed a collective recall of its elected ST Wai Wai Tung and supervisors, a case rarely seen in the A share market.

As the actual controller of ST encircling the sea, Feng Quanhong, Wang Zhangquan and Qiu Chunfang were planning to sell ST sea control rights before leaving the board of directors of ST Wai Hai.

According to the May 24th announcement, Wai Hai holdings intends to transfer the 340 million 978 thousand and 700 shares held by ST Wai Hai 29.8% to Ningbo trading, which has become the controlling shareholder of ST Wai Hai.

In August 27th, ST announced that the market environment, economic environment and other circumstances had changed significantly. Wai Hai holdings and Ningbo have terminated the transaction.

But the above deal is fruitless, and the ST encircling sea problem under its control is further exposed.

According to the August 23rd announcement, ST Wai Wai had found a balance of 600 million yuan before the encircling sea holding company and its affiliated parties, and 2 new illegal guarantees were found, amounting to 6 million 800 thousand yuan and 13 million 433 thousand and 700 yuan respectively.

ST Wai Hai announcement also said that this is the new board of directors since its performance in August 16th, a comprehensive inspection of the company's situation, combing the company's internal materials found Feng Quanhong in the name of ST Wai sea as the controlling shareholder of Wai Hai holdings to provide a violation of security.

In September 5th, the ST Wai Hai disclosed the inquiry letter of the Shenzhen Stock Exchange to the foreign exchange. The company found that there was a suspected breach of contract fraud by the company's self-examination. The amount involved was about 370 million yuan, but the controlling shareholder told ST Wai Hai that there was no such key information as the original warranty.

ST reported the case to the public security organ.

Later, ST Wai Hai also hired Zhejiang Jing Heng (Ningbo) law firm to solve the problem of illegal guarantee between its controlling shareholder and Wai Hai holding company, and the new seal was opened in October 8th to define the rights and obligations of the new and old board of directors.

ST Wai Hai announced in November 7th that "in view of the fact that Wai Hai holdings, Feng Quanhong and others seriously damaged the interests of the company and the majority of small and medium-sized shareholders, and constituted an ultra vires and unauthorized representation to the outside world, the company filed a civil lawsuit with the Ningbo intermediate court in October 30th on the defendant of Feng Quanhong, Gu Wen Ju and Wai Hai Holdings". The lawsuit has been put on file.

ST is also carrying out other risk warnings around the sea, also because of violation guarantee and capital occupation. In July 12th this year, it received the notice of investigation by the SFC.

While Wai Hai holdings's proposal to recall the relevant directors and supervisors in the ST sea surrounded the sea, there is no doubt that there has been a great uproar. But neither side has announced more information, causing the truth to cover up the fog. The public telephone of ST Wai Hai has been busy in November 14th.

However, according to the relevant regulations, ST Wai Hai must submit written feedback on approval or disapproval of the convening of the provisional shareholders' meeting within 10 days after receiving the proposal of Wai Hai holdings.