Dalian Shengya recalls senior executives, disputes, new chairman is questioned and reported
Our reporter Li Yong
Less than 4 days after taking office, the new chairman of Dalian Sun Asia, Yang Ziping, seems to be having a hard time. Not only was he reported by his real name, but he also encountered a statement from the company's employees that he did not recognize it. The "Securities Daily" reporter learned through relevant channels that there have been multiple departments receiving relevant reports. Regarding the instability of listed companies, the relevant regulatory authorities have recently issued regulatory attention letters to the company.
Dismissal of executives sparks employee dissatisfaction
Dismiss executives if they don’t agree. After successfully removing the former chairman and vice chairman at the annual general meeting of shareholders, Yang Ziping succeeded in becoming the new chairman of Dalian Shengya. However, when he subsequently removed the company's general manager Xiao Feng, he encountered tremendous resistance. "Securities Daily" reporter learned that on July 1, 2020, all employees of Dalian Shengya issued a statement, objecting to the removal of general manager Xiao Feng, and questioned Yang Ziping's related behavior.
"For the large-scale reorganization of the board of directors under the control of some shareholders, the chairman and general manager were removed from the board within two days. We have no confidence in many new board members who do not have relevant professional experience and professional capabilities. The legal validity of the new board of directors and the new chairman Yang Ziping formed under the control of relevant shareholders expressed serious doubts." In the statement, employees questioned the relevant shareholders' suspected existence of other interest arrangements and actually went public by denying the relationship of parties acting in concert. The company's acquisition has formed actual control over the listed company; it has questioned the relevant shareholders' illegal holdings in the secondary market, manipulation of stock prices, and evasion of supervision through separate positions; and questioned the relevant shareholders' serious short-term behavior and irresponsibility for the future development of Dalian Shengya.
"The stability of a listed company depends on a healthy corporate governance structure, a trustworthy management team, and shareholders who are based on the company's long-term development. We will not tolerate or follow the actions of some shareholders who undermine the company's long-term development!" In the statement, employees of Dalian Shengya also said that they would report their names through formal channels.
The recall procedure may be flawed
Although the news of Xiao Feng’s dismissal is now in full swing, when the reporter of Securities Daily checked the announcement recently disclosed by Dalian Shengya, he did not see relevant information.
"Normal executives leave, the company will definitely issue an announcement. If dismissed by the board of directors, there will be an announcement of the board's resolution." Lawyer Hu Mingming of Liaoning Tongfang Law Firm said in an interview with a "Securities Daily" reporter, "If the board of directors There is no problem with the convening, convening and voting procedures, then the voting will have legal effect and the information should be disclosed in time according to the regulations. There is no announcement yet, and there may be flaws in the procedures."
On July 2, the announcement of the resolution of the 15th meeting of the seventh board of directors disclosed by Dalian Shengya revealed that the board of directors held on June 30 had considered and passed two proposals: First, director Mao Wei was elected as vice chairman of the company by 6 votes ; The other is the "Proposal on By-election of the Relevant Special Committee Members and Chairman of the Board of Directors of the Company".
Director Xiao Feng voted against both proposals on the day. Director Wu Jian and independent director Liang Shuang abstained on the second proposal. Both Xiao Feng and Wu Jian believe that a single shareholder holding 4% of the shares holds five director seats, and the current composition of the board of directors and corporate governance structure are unreasonable.
Independent director Liang Shuang believes that the current governance structure of the company’s board of directors is imperfect. As the largest state-owned shareholder of Sanya for many years, it recommends the elected directors and independent directors to be 2 of the board seats. It is not recommended to immediately elect members of the special committees of the board of directors. And the chairman.
"Securities Daily" reporters inquired through multiple channels that the removal of Xiao Feng was also proposed on the board of directors. Due to doubts about the convening and convening procedures, the board of directors went from the afternoon of that day to more than 8 pm.
"According to the company's articles of association, there is a time requirement for the notice to convene the board of directors. The board of directors held on June 30 clearly violated this rule." An insider in Dalian Shengya confirmed the board of directors on the same day.
"Many company charters provide for the need to convene a temporary meeting of the board of directors as soon as possible. There is no limit to the time limit for notification in case of emergency." Lawyer Hu Mingming told the Securities Daily reporter that a temporary emergency board meeting should be a major event or an emergency. , Need to be well-founded and procedures are compliant. If the company has no relevant provisions in the articles of association, it should generally convene and convene the board of directors in accordance with the provisions of the articles of association.
"After a normal resolution is formed, it will be officially disclosed the next day, and generally requires disclosure within two days." For the board of directors held on June 30, it was only officially disclosed on July 2. A securities company listed on the Shanghai Stock Exchange is familiar with the disclosure Business professionals speculate that either the time is too late and there is no time, or there is doubt about the content of the resolution and no agreement has been reached, thus affecting the disclosure time.
The professional also told the "Securities Daily" reporter that if the procedures and voting methods of the shareholders' meeting or shareholders' meeting and the board of directors violate the laws, administrative regulations or the articles of association, or the resolution content violates the articles of association, the shareholders can take the decision Within 60 days from the request of the people's court to revoke.
Multiple departments have received reports
Regarding the real-name reports made by relevant shareholders and employees of Dalian Shengya, a reporter from the Securities Daily learned that multiple departments have received them.
"We received the relevant report yesterday, and have also paid attention to the relevant reports of the media." On the evening of July 2, a staff member of the Dalian Financial Development Bureau confirmed to the reporter of the "Securities Daily" on the phone that he had received the real name. Reporting, understanding the situation, and reporting relevant information to the Dalian Municipal Government, Dalian Financial Development Bureau will take the next step according to the situation.
"Securities Daily" reporter learned that in addition to the Dalian Financial Development Bureau, there are other securities regulatory authorities, trade unions and other departments have also received relevant real-name report letters. The "Securities Daily" reporter also learned that in addition to the real-name reports of employees, there are also real-name reports of Dalian Shengya shareholders.
The "Securities Daily" reporter also learned through relevant channels that the relevant regulatory authorities have sent a letter of interview to Yang Ziping and Mao Wei, inviting the two to conduct a regulatory conversation on the afternoon of July 1. However, a source revealed that the two did not attend the interview.
In addition, the relevant regulatory authorities have recently issued a regulatory concern letter to the Dalian Shengya Board of Directors, saying that the company’s board of directors is not fully justified for convening an emergency board meeting, and the procedures are not in compliance. It requires the company’s board of directors to make prudent decisions in accordance with the company’s articles of association and other relevant provisions and maintain The company develops steadily and safeguards the interests of all shareholders. It is understood that the exchange has also paid attention to the relevant issues of Dalian Shengya and issued a letter of concern to listed companies.
On July 2, a reporter from the Securities Daily called Yang Ziping again, but he still did not answer. "Securities Daily" reporters expressed their willingness to interview via SMS, but did not get a reply. (Securities Daily)