Successfully Run The Equity Dispute: Exclusive Investigation On A "Rashomon" Caused By Governance Failure

With the cancellation of the interim general meeting of shareholders, the equity fight of (000606. SZ) may not get rid of the deadlock in the short term. The case of the 21st century corporate governance of the Institute is also a typical case.

On August 6, Shunli office suddenly issued the announcement on the cancellation of the second extraordinary general meeting of shareholders in 2020 by the board of supervisors.

The extraordinary general meeting of shareholders, originally scheduled to be held on August 10, once became a "arena" for the chairman of the board and the largest shareholder to propose a recall proposal. Seven directors, including Chairman Peng Cong, legal representative Lian Jie and chairman of the board of supervisors Yu Xiufang, were asked to be removed at the shareholders' meeting.

The reversal comes from the smooth running of the fourth meeting of the board of supervisors.

The board of supervisors pointed out that the company's shareholders and the board of directors did not provide the relevant documents for the convening of the extraordinary general meeting of shareholders, including the proposal shareholders Peng Cong and Baida Yongxin Investment Co., Ltd. failed to provide the board of supervisors with "supporting documents of proposing to the board of directors to hold the general meeting of shareholders but the board of directors did not agree to call the general meeting of shareholders" to the board of supervisors as required by July 24, and the board of directors failed to provide the relevant rules It is for "written feedback on agreeing or disagreeing to hold an interim shareholders' meeting", etc.

As soon as the news came out, it immediately attracted wide attention from the market.

In the afternoon of August 7, the Shenzhen Stock Exchange issued a "letter of concern" to Shunli office, requiring the board of directors and the board of supervisors of listed companies to give feedback on the cancellation of the general meeting of shareholders.

In fact, this is only one part of the divergence between shareholders and management.

Over the past few days, the reporter of 21st century economic report exclusively interviewed several supervisors and senior executives. The internal control of listed companies may have serious problems. Yu Xiufang, chairman of the board of supervisors, pointed out to the reporter that the report of the board of supervisors submitted by Peng Cong, chairman of the board of supervisors, was obstructed by Peng Cong, chairman of the board of supervisors.

On the other side, the former president office director told reporters that the company's official seal used at present belongs to the invalid official seal.

The 21st century economic report interviewed Peng Cong himself, but he pointed out that "at present, the official seal used in the normal business of the company is legal and effective. Lian Jie, the director of the company, once carved a set of official seal without authorization and carried and used it without authorization".

What are the facts behind all the doubtful information?

"Luoshengmen" in Xinpi's violation

On the day of the cancellation of the interim shareholders' meeting, two independent directors' resignation announcements reflected the "ups and downs" of the internal control of the listed company.

On August 6, Wang Aijian and Zhang Qing, the independent directors of the smooth operation office, announced their resignations. The reason for Zhang Qing's resignation was that "due to the company's current situation, it was unable to meet the basic requirements and conditions for an independent director's normal performance of duties in the company law and other laws and regulations and the articles of association.".

Before that, Zhang Qing and Wang Aijian were on Peng Cong's recall list.

After months of wrangling, the two independent directors chose to take the initiative to "turn around", but it is still difficult for the company's internal parties to "fight" for the time being.

"The general meeting of shareholders has been cancelled. We are now coordinating with the shareholders and other aspects. Now we will see the attitude of the shareholders of both sides. Neither side will let up." On August 7, a person from the Securities Department told the reporter of the 21st century economic report who inquired as an investor.

As early as early as may this year, members of the board of directors headed by Lian Lianggui, a major shareholder, discussed the issue of exempting Peng Cong, the second largest shareholder, chairman and President of the company, through an informal meeting. The reason is that Peng cong "was suspected of economic crimes during his tenure as a director, chairman and President of the company, and the case has been accepted by the public security organs".

But then Peng Cong countered by "filing a lawsuit with the people's Court of Chengxi District, Xining City, Qinghai Province, requesting the cancellation of the relevant resolutions of the interim meeting of the board of directors".

The court of West District of Xining City in Qinghai Province issued a civil ruling on June 9, demanding that the implementation of the resolution of the board of directors on May 27 be postponed, and the temporary general meeting of shareholders scheduled to be held on June 12 was suspended, and Peng Cong resumed his duties as chairman of the board of directors.

However, after nearly three months of wrangling, the equity dispute is still in the process of intense fermentation. Both sides are still arguing about whether Peng Cong is involved in the case and whether he normally performs his credit obligations.

Yu Xiufang, chairman of the board of supervisors, told the 21st century economic news that as early as June 13, the shareholder Lian Lianggui sent a letter to the investment and Development Department of the company, all directors, supervisors and securities representatives of the company about Peng Cong's involvement in contract fraud through e-mail, requiring the company to timely perform its letter obligation in accordance with relevant provisions. On June 16, the securities affairs representative went to the public security department for on-the-spot verification as required, and confirmed that the above situation was true.

Yu Xiufang also pointed out that the board of supervisors had repeatedly checked the case filing situation in Beijing and finally confirmed the authenticity of the case filing. He called Haidian Branch of Beijing Public Security Bureau to confirm the situation. He had reported to the directors, supervisors and senior management of the company, including Peng Cong, and the investment and Development Department of the company. However, the company did not reply according to the performance of the board of supervisors, did not adopt the opinions put forward by the board of supervisors, and did not personally verify the situation.

Yu Xiufang said: "the company failed to fulfill its obligations, and the reply on July 30 was selective disclosure, which violated the information disclosure management rules. In this regard, the board of supervisors has submitted a report to the Shenzhen Stock Exchange stating that no response has been received so far. "

But on August 7, Peng Cong denied the accusation to the 21st century economic reporter.

"With regard to the specific situation of the criminal cases in Qinghai and Beijing claimed by Lian Lianggui, the company timely and legally performed the letter responsibility according to the legal provisions, and there was no problem you said. The company also issued a letter of concern reply to the Shenzhen Stock Exchange on July 31, 2020."

According to the latest reply to the Shenzhen Stock Exchange, Peng Cong said that "his case of contract fraud filed by the Qinghai Provincial Public Security Department does not involve the misappropriation of the company's funds", "Peng Cong does not grasp the contents of the criminal charges, and the reporter, Lian Lianggui, has never submitted the specific case introduction and relevant supporting materials to the board of directors, and the public security organ has not raised the case to the company for the sake of confidentiality For information and materials related to the case ".

At the same time, the announcement also pointed out that the content of the case of Peng Cong's suspected misappropriation of the company's funds was not fully shown in the existing materials whether the case was filed, whether the case was related to Peng Cong, or whether the case was embezzlement of the company's funds.

"Up to now, the company has not received any formal notice from the Beijing Municipal Public Security Bureau that Peng Cong, the chairman of the board, is suspected of embezzling the company's funds and is required to cooperate in the investigation." the company believes that the above information is not qualified for information disclosure.

Use invalid official seal?

With the growing differences between shareholders and management, there are many doubts about the smooth corporate governance structure and internal control.

The reporter of 21st century economic report learned from insiders of the company that with the listed companies involved in the equity fight, the company's old employees have suffered and been dismissed.

Cao Qinggang, the "director of the president's office", who has been working in the smooth running office since 2000, has been running in the front line of "safeguarding rights".

He, who can retire in five years, was dismissed for dereliction of duty by the company on the ground that "without informing the president and vice president of the company and failing to perform any examination and approval procedures, he left his post without permission, took the company's official seal, legal person's signature seal, and the original and duplicate of business license to go out and hide" by the company for dereliction of duty.

Cao Qinggang denied that he was absent without permission, and said that his official seal and other materials were carried out under the authorization of shareholders.

Cao Qinggang told reporters that on May 25, two days before the company held an interim board meeting to remove Peng Cong's chairman and President, Peng Cong repeatedly asked Cao Qinggang to hand over the company's seal for various reasons.

However, Cao Qinggang also received power of attorney from major shareholders Lian Lianggui, Guangxi TEDA Xinyuan, Tianjin TEDA, and directors Zhao Xia, Lian Jie, Zhang Qing and Wang Aijian, authorizing him to keep the company's official seal, business license and original copy properly during the change of chairman and president.

Then, according to the contents of the power of attorney, Cao Qinggang took a common seal, a legal person signature seal of Peng Cong, and the original copy of the business license at home from 2:30 p.m. on May 25 to 3:00 p.m. on May 27, Cao Qinggang took the original copies of the business license and the official seal back home for 48 hours. After the new president and the chairman of the board of directors selected on May 27, they handled the transfer procedures of the official seal and license with the new president.

On the other hand, Peng Cong and others engraved the company seal on the other hand, relying on the company's failure to change the legal person in time.

According to Cao Qinggang, on June 2, when the company went to the seal registration center of Xining Public Security Bureau for inquiry, the staff of the center disclosed that the new legal person of the company had carved another set of seal, and the official seal held by the company at present has no legal effect. On June 9, the day after the official change of legal person, the company announced in the newspaper that it would void a set of seals privately engraved by Peng Cong, and on June 10, it had re engraved a set of official seal, corporate seal, corporate financial seal and invoice seal. However, a set of seals made by Peng Cong himself has not been returned.

On August 7, in view of whether the official seals used by listed companies are invalid or not, the reporter of 21st century economic report called the securities department, but the operator said he did not know.

On the same day, the reporter also called Peng Cong, who responded: "at present, the official seal used in the normal business of the company is legal and effective. Lian Jie, director of the company, once carved a set of official seal without authorization and carried and used it without authorization. It is said that Lian Jie also made a statement in violation of the law, claiming to void the company's current official seal. However, there is no legal basis for this unilateral declaration. I am the chairman and legal representative of the company, and I normally perform my duties according to law. "

In Peng Cong's opinion, according to the articles of association, no director can act on behalf of the company in his own name. It is illegal for Lianjie to engrave the official seal privately and use it without authorization. The company has informed Lianjie in writing for many times to return and destroy the official seal, which has been reported to the supervision department, which is investigating and handling.

An unknown path of governance failure

At present, the "official seal" has evolved into a word about the event of Luomen.

The source of all the events can be traced back to the end of December 2015. Qinghai gelatin (the predecessor of smooth operation) announced that the company intends to acquire 100% shares of Shenzhou E-Bridge held by Peng Cong, Baida Yongxin and other counterparties in the form of issuing shares, with the issuing price of 6.81 yuan per share and the transaction price of 1 billion yuan. At the same time, it plans to raise 1 billion yuan of supporting shares from Lianggui company.

After the reorganization, Lian Lianggui and Tianjin TEDA technology held 16.78% and 7.76% shares of the listed companies respectively. As Lian Lianggui and Tianjin TEDA technology reached an agreement on action relationship, the controlling shareholders of the listed company did not change. Peng Cong and his person acting in concert, Baida Yongxin, hold 16.18% of the shares of the listed company.

Subsequently, the company's abbreviation was changed to "Shenzhou E-Bridge". At the end of 2016, Lian Lianggui, the then chairman, handed over the "handsome seal", and Peng Cong, the founder of Shenzhou E-Bridge, took office.

By the end of 2017, the company has successfully completed the business of "E-Bridge", which is called "the company's auxiliary business of Internet".

Although the company has been in full swing since April 2019, the company has been in a state of complete transformation. As of the company's first quarter report in 2020, Lian Lianggui holds 16.78% of the company's equity, while Peng Cong and his person acting in concert, Baida Yongxin, jointly hold 16.18% of the company's equity.

In July this year, Baida Yongxin successfully increased 7.701 million shares through the secondary market. Up to now, Peng Cong and Baida Yongxin hold 132 million shares of listed companies, accounting for 17.18% of the total shares, exceeding the 16.78% shares held by Lian Lianggui.

This has also led to a smooth decentralization.

After Peng Cong and Lian Lianggui proposed to remove each other, the "struggle" between the two sides officially shifted from behind the scenes to the front of the stage.

However, on August 5, the board of supervisors cancelled the second interim general meeting of shareholders in 2020, which made the struggle between shareholders in trouble again.

According to the public information, there are currently three supervisors, among whom Yu Xiufang, chairman of the board of supervisors, and Wang Jinjun, supervisor of the board of supervisors, said that up to now, the board of supervisors had not received the relevant supporting documents submitted by the proposal shareholder / board of directors, so the interim general meeting of shareholders was cancelled.

In addition, the board of supervisors also accused Beijing Zhongxin law firm of giving legal opinions on the legality of the second extraordinary general meeting of shareholders in 2020 convened by the board of supervisors of the company without the legal authorization of the company and without any communication and verification with the board of supervisors.

Peng Cong, however, believes that the reason why the board of supervisors announced the cancellation of the second extraordinary general meeting on August 5 was untenable.

He told the 21st century economic report that there are three members of the board of supervisors. In addition to Li Gong, the employee supervisor, the other two supervisors are recommended by the shareholder Lian Lianggui, because the two supervisors failed to perform their duties as supervisors and once assisted Lian Lianggui in making improper behaviors that damage the interests of the company. Therefore, proposals 5 and 6 proposed to be deliberated at this extraordinary general meeting of shareholders propose to remove Yu Xiufang, chairman of the board of supervisors, and Wang Jin, the supervisor of the board of supervisors. "

However, in Xiufang's opinion, there was no dereliction of duty or violation of laws and regulations with Wang Jinin. "The proposer only takes his subjective judgment as the reason for dismissal, which is not in line with the provisions of the law. Therefore, the reasons for exemption proposed by the proposer are totally unfounded."

What can be sure is that this dispute caused by the failure of corporate governance of listed companies may not come to an end in the short term.

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