Original title: Chairman of ST Koichi resigned less than half a month after taking office and resigned, independent director, once bombarded the controlling shareholder for “removing dissidents”. Source: The Financial Association
The front-foot directors are still facing each other, and the two “winners” of the back-foot directors resigned. On the evening of November 24, ST Guangyi (002380.SZ) announced that the company’s chairman, director, president Xu Jing and independent director Zhou Weidong had resigned. This is quite strange in the context of the fact that the two directors’ camp has just “winned” two board resolutions in a row. Regarding the reasons for their resignation, both said that “in view of the current status of the company, they cannot perform their duties better.”
It is worth noting that, contacting the independent director Zhou Youmei who had previously resigned, the two independent directors of ST Guangyi who have applied for resignation have revealed some “dissatisfaction” with ST Guangyi’s controlling shareholder, especially Zhou Weidong, who applied for resignation this time. The controlling shareholder “rules out dissidents.”
The chairman took office less than half a month
It is reported that Xu Jing and Zhou Weidong’s original term of office will expire on March 26, 2022, when the fourth term of the board of directors expires. This resignation is an early resignation, and both of them will not serve in the company after their resignation. Among them, Xu Jing’s resignation report will take effect from the date of delivery to the board of directors. Zhou Weidong’s resignation will result in the company’s independent directors being less than one-third of the board members, and his resignation shall take effect after the by-election of the new independent directors.
According to Dai Xiaodong, former acting chairman of ST Guangyi and current secretary of the board of directors, Xu Jing is not familiar with the company’s overall business and historical conditions. Xu Jingyuan is a cadre of a power company and worked in the power department of the headquarters for the first two years of his tenure in a listed company. General manager. After the appointment of the company’s president at the end of April 2021, he is also responsible for the power business of the headquarters, and is not responsible for the business including the main holding subsidiary Hubei Suorui Electric Co., Ltd. Since the company went public in 2012, Xu Jing has not participated in the digital copyright, health and medical services and other businesses that it has successively invested in.
In fact, Xu Jinggang has been chairman of the board for less than half a month.
On November 10, Xu Jing “successfully won” as the chairman of the board in the director dispute. On that day, the board of directors resolved 4 votes in favor and 3 votes against, among which Xu Jing, director Ren Changzhao, independent director Zhou Youmei and Zhou Weidong voted in favor. The then acting chairman and current secretary Dai Xiaodong, director and vice president Wang Hao, and independent director Ma Yanhong voted against it.
So after Xu Jing resigns, who will be the chairman of the board? ST Koichi did not explain in the announcement.
In this regard, the staff of ST Koichi Securities Department told the reporter of the Financial Association: “The resignation of Mr. Xu (Xu Jing) has taken effect. The company will hold a board of directors to elect the acting chairman in the near future. I am not sure who will be responsible for the power business of the headquarters. .”
Independent directors were “ruled out dissidents” by controlling shareholders?
The resignation of independent director Zhou Weidong also has many points to watch. The contradiction between Zhou Weidong and ST Guangyi’s controlling shareholder Koichi Investment has been very acute.
First of all, ST Guangyi will hold a shareholder meeting on December 3 to consider the proposal to remove Zhou Weidong’s independent director. The proposal was proposed by Guangyi Investment (ST Guangyi’s controlling shareholder); secondly, Zhou Weidong once responded to the announcement and criticized that “controlling shareholders are suspected of being involved. Abusing the advantage of equity to exclude dissidents in order to cover up the infringement of the interests of listed companies and small and medium shareholders that has occurred or will continue to occur.”
With Zhou Weidong’s resignation, more doubts arose: Zhou Weidong said that “controlling shareholders tried their best to drive out all independent directors, and would not hesitate to use the means of fabricating facts and taking advantage of equity to dismiss those who did not want to resign” is true? Is Guangyi Investment’s accusation that “Zhou Weidong reimbursed 143,000 yuan in listed companies in violation of regulations and long-term occupation of company vehicles” is true? Will this matter cease to be pursued because of Zhou Weidong’s voluntary resignation?
In this regard, the above-mentioned staff of the ST Koichi Securities Department told the Cailian News: “The shareholders meeting to review and remove Zhou Weidong from the position of independent director will be cancelled recently because he has already proposed his resignation, but whether I don’t know whether Zhou Weidong’s reimbursement of illegal expenses and other responsibilities is true.
Independent directors and controlling shareholders disagree
It is worth noting that ST Guangyi’s independent director Zhou Youmei has also recently proposed to resign. Zhou Youmei’s specific reason for resignation is that based on ST Guangyi’s knowledge of the risk of performing his duties, the current controlling shareholder’s capital occupation problem has not yet been fully resolved. Concerned about the disputes between the company’s major shareholders or directors, the relevant circumstances may have an impact on the company’s operation and management…
The two independent directors of ST Koichi were nominated by the actual controller Long Changming and his concerted action (ie the controlling shareholder Koichi Investment). ST Koichi previously stated in an announcement in June that “since the election of the fourth board of directors, In previous board decisions, the three independent directors (including Zhou Youmei and Zhou Weidong) agreed with Long Changming and Dai Xiaodong.”
However, on some of the two recent board resolutions, Zhou Youmei and Zhou Weidong’s voting opinions were contrary to those of Dai Xiaodong (Long Changming has resigned as a director, and Dai Xiaodong recommended the nomination for Long Changming).
Dr. Song Wenge, a senior capital market finance and audit expert, told a reporter from the Financial Association that although the independent directors of Guangyi Technology are nominated by the controlling shareholders, as the controlling shareholder’s funds have not been resolved and the Kangmei incident has been affected, the independent directors are in some There may be major disagreements with the controlling shareholder regarding the perception of major issues or the exchange of major interests. Therefore, there may be discrepancies in opinions with the controlling shareholder. If Zhou Weidong’s claim that the controlling shareholder excludes dissidents is true, it indicates that there are some problems in the internal control of Guangyi Technology, especially the defects in the corporate governance structure, and the contradiction between major shareholders and independent directors will still exist.
Song Wenge further stated to the Cailian News that in the future independent directors will seriously perform their duties and fulfill their responsibilities and say no to the controlling shareholder. This will pose a serious challenge to the independent director system. If independent directors are not independent and sensible, especially unprofessional, they may be punished. It’s going to be bankrupt. There is an urgent need to reform China’s independent director system, such as the independent director selection, appointment and evaluation system.