Securities Times reporter Wu Zhi
On the evening of April 5, ST Zhongchang (600242) disclosed the resignation announcement of Vice President and Secretary Fangyuan and Vice President Liu Yong.
Fangyuan said that some members of the company's board of directors and management were dissatisfied with the disregard of the letter and regulations and abuse of power, and were forced to resign.
Liu Yong said that due to the drastic changes in the company's senior management team and the occurrence of conflicts, the policy was changed day by day, and he was neither able to correct it nor could he be with him.
In this regard, Fang Yuan, one of the parties, said in an interview with a reporter from Securities Times e Company, "There is indeed pressure to issue this announcement, but as the secretary of the company's board of directors, I must be responsible to all shareholders, including small and medium shareholders. Disclosure should let more people know the real situation of the company to the extent that it is allowed.”
At present, the ST Zhongchang debt crisis is still fermenting.
The debt crisis, shareholder disputes and management turmoil have cast a shadow over the company's production and operation.
Just on April 1, the China Securities Regulatory Commission released the "20 Typical Illegal Cases of Securities Regulatory Inspections in 2021". The case of manipulating ST Zhongchang's stock price by other means was included.
The announcement is fierce
On the evening of April 5, ST Zhongchang announced that the board of directors received notices of resignation from the company's vice president and secretary of the board Fangyuan and vice president Liu Yong on April 2.
The content of Fangyuan's resignation notice is: In view of the fact that some members of the company's current board of directors and new management have recently ignored relevant laws and regulations on corporate governance and information disclosure, and abused the authority of the board of directors and management to undermine corporate governance and normal operations, I strongly disagree with these inappropriate behaviors. .
He was forced to resign as secretary of the board of directors and vice president.
The content of Liu Yong's resignation notice is: Due to the recent dramatic changes in the company's senior management team and conflicts, it has seriously affected the safety and security of the operation and management team's performance and the normal operation of the company.
At the same time, the company's board of directors and its temporarily appointed new management team have changed their policies and failed to carry out relevant work in accordance with the corporate governance requirements of a public company. In this regard, I am unable to correct it but I cannot stand with it. I am resigning as vice president and General Manager of Beijing Business Center.
According to public information, Fangyuan joined ST Zhongchang in September 2021, and became the company secretary and vice president in December 2021.
Liu Yong joined ST Zhongchang in October 2021 and will be the company's vice president in December 2021.
Both executives have only served in ST Zhongchang for about half a year.
"It is really stressful to issue this announcement, but as the secretary of the company's board of directors, I have to be responsible to all shareholders, including minority shareholders. I think that within the scope of information disclosure, more people should know the real situation of the company. It is also an important principle of letter disclosure." Fangyuan, one of the parties, the then vice president of ST Zhongchang and secretary of the board of directors, told a reporter from Securities Times e company.
The announcement shows that, entrusted by the chairman of the supervisory committee of ST Zhongchang, Fangyuan will assist in the organization of the company's first extraordinary general meeting of shareholders in 2022.
After Fangyuan has completed the handover procedures of relevant archives and documents and specific work, Ling Yun, the legal representative of the company, will act as the secretary of the board of directors.
Fierce competition for boards
ST Zhongchang debt crisis has a long history.
In December 2021, Aijian Trust acquired 28.2 million shares of ST Zhongchang through debt repayment and judicial auction, accounting for 6.18% of the company's total shares, and passively became a shareholder of the listed company.
Since then, the conflict between Sansheng Hongye, the controlling shareholder of ST Zhongchang, and Aijian Trust has intensified on the appointment of board members and management personnel.
At present, Sansheng Hongye holds 11.97% of ST Zhongchang shares, its concerted action person Shanghai Shenwei holds 0.75%, with a total of 12.72%, Aijian Trust holds 6.18%, and is the second largest shareholder, Jiangxi Ruijing holds Shares of 6.03%, the third largest shareholder.
On March 11, Aijian Trust and Jiangxi Ruijing jointly proposed to request the board of directors of ST Zhongchang to hold an extraordinary general meeting of shareholders for re-election of the board of directors, and dismiss Ling Yun, Lv Jinbo and Han Yong on the grounds that they could not clearly plan the company's strategic development path during their tenure Shenghongye appointed directors and nominated new board members.
However, on March 20, the proposal was not approved by the board of directors with 2 votes in favor, 6 votes against and 1 abstention.
On March 19, Sansheng Hongye suddenly proposed that ST Zhongchang convene a board of directors to remove Zeng Jianxiang as president, Ye Qiwei and Ma Kai as vice presidents on the grounds that they could not effectively resolve the company's operational difficulties and risks during their tenure in office, and hired Ji Mingrui as Executive Vice President.
In the end, the above-mentioned relevant motions were passed with 5 votes in favor, 3 abstentions and 1 vote against.
Zeng Jianxiang, the company's director and president who voted against it, said that the removal procedure of the vice president did not comply with the company's articles of association, that is, without the president's proposal, the board of directors could not directly remove the vice president and nominate the executive vice president.
Secondly, Zeng Jianxiang believes that during his tenure as the company's president, he has always been committed to maintaining the independent corporate governance structure of listed companies, standardizing company operations, and promoting debt crisis resolution.
Ma Kai and Ye Qiwei were diligent and responsible during their tenure as the company's vice presidents, and the company's governance was orderly.
On March 21, Aijian Trust and Jiangxi Ruijing made a joint proposal again, requesting the Supervisory Committee of ST Zhongchang to convene an extraordinary general meeting of shareholders for re-election of the board of directors.
The board of supervisors of the company issued a notice of holding an extraordinary general meeting on the same day.
On January 28 this year, Sansheng Hongye's official account also released a report on ST Zhongchang's 2021 annual summary conference.
The report shows that at the summary meeting, President Zeng Jianxiang, on behalf of the company's head office, reported on the work achievements of the new management in the past six months. The secretary of the board of directors Fang Yuan and others reported the work situation one by one.
On behalf of the board of directors, Ling Yun, chairman of ST Zhongchang, affirmed the work results of the new management in the past six months.
"The official account was written by Sansheng Hongye, which shows that at the end of January, the management team such as the president and vice president was still very recognized, but now it suddenly changed its face." Fang Yuan said that the time of the board of directors to remove the president and vice president was very rushed. As the secretary of the board of directors, she also learned of the news of the dismissal of the executives later.
Fangyuan believes that because it involves the normal operation of the company, whether it is to remove the president or the vice president, it needs to be more cautious.
In theory, this is not a very urgent matter. The board of directors should give justified reasons and communicate with the president and vice president to verify whether the reasons proposed in the proposal are real.
Compliance questioned
In the resignation announcement, Fang Yuan emphasized that the board of directors and management members have disregarded laws and regulations related to corporate governance and information disclosure.
Taking the removal of the vice president as an example, Fang Yuan told reporters that according to the company's articles of association, the removal was illegal.
"The major shareholder proposed to hold a board of directors and directly remove the vice president, which is inconsistent with the company's articles of association. According to the company's articles of association, the vice president is nominated and hired by the president. If the vice president is to be removed, the president should make a proposal, and then the board of directors should remove it. , there is no mention of the executive vice president in the company's articles of association."
"In terms of corporate governance, I have repeatedly made suggestions to the board of directors including the chairman and the new management, hoping that they can do a good job in information disclosure and corporate governance in accordance with relevant requirements and laws and regulations, but the results are not great, so only Can be forced to choose to resign." Fang Yuan believes that some recent practices of the company's board of directors are contrary to normal corporate governance and normal operation and management.
As the vice president of the company, Liu Yong, in his resignation announcement, focused on the changes in the policies of the company's board of directors and its temporarily appointed new management team, and the failure to work in accordance with the requirements of public corporate governance.
"Some policies may have a principle set at the front of the President's Office Meeting, and the Executive Vice President made an assertion the next day, and changed the principle without passing the resolution of the President's Office Meeting. President Liu has also discouraged it many times, and such a problem cannot occur. , but dissuaded not to move." ST Zhongchang relevant person told Securities Times · e company reporter.
"As the management, we must carry out our work from the perspective of safeguarding the interests of listed companies and ensuring the normal operation of listed companies. Once something happens that ignores the rules, or undermines corporate governance and normal operations, we will definitely stop it, and also Raise our objections, but when there is no result after presentation, we have no other choice," the source said.
Crisis to be resolved
It has been a long time since the ST Zhongchang debt crisis broke out, and there is still no sign of a solution so far.
Continuing disputes have not only seriously affected the company's reputation, but also directly dragged down the company's normal operations.
In January this year, ST Zhongchang released a performance forecast showing that it is expected that the net profit attributable to shareholders of listed companies in 2021 will be a loss of 416 million yuan to 504 million yuan.
In 2020, the company achieved a net profit of 9.47 million yuan attributable to shareholders of listed companies.
ST Zhongchang said that the sharp decline in performance was mainly due to the reduction in demand from downstream customers in 2021, and the tightening of upstream media policies, which compressed business space.
According to public information, the management team, including Fang Yuan, Liu Yong and Zeng Jianxiang, has rich experience in specific business and reorganization.
However, as the company's equity and personnel conflicts have intensified since March, the stabilization situation since the second half of last year has also been disrupted.
"We came to the company at the most difficult time of Zhongchang, in fact, we came with the will to resolve the company's crisis. We once evaluated ST Zhongchang and believed that it was worth our efforts to solve the problem. We came with a passion , In the follow-up work, certain results have also been achieved, and the company's original governance and management standards have been improved, but in the process, the management team was suddenly dismissed." Fang Yuan said that he hoped the company's management team. , The board of directors, including shareholders and creditors, can truly consider all issues from the perspective of a listed company, help the listed company to relieve difficulties, and enable the company to operate normally and continue to go on.