On December 6th, Luo Honghua, the largest shareholder of 3D Silk, went to the China Securities Regulatory Commission from Fujian Qianli to “shang on the right to defend the rights†and asked the CSRC to intervene in the investigation of the board of directors of the company. Luo Honghua had previously filed a civil lawsuit with the Xiang'an District People's Court of Xiamen City, requesting the revocation of the above resolutions of the shareholders' meeting and the board of directors.
Recently, three-dimensional silk has held an extraordinary general meeting of shareholders and the board of directors, and the three-dimensional silk founder Luo Xiangbo and Luo Honghua both were expelled from the company's board of directors and management. In this "forced palace" incident, Qiu Guoqiang, the third shareholder of the company that took the lead in the disaster, was inconsistent with the former chairman Luo Xiangbo's business philosophy and has been away from the company for more than a year. This time, he unexpectedly proposed a recall proposal and successfully made a comeback.
At the same time, in the "forced palace" incident, the second largest shareholder of the company, Qiu Guoqiang, "the tacit cooperation", Xiamen Kunna and the actual controller Liao Zhengzong played an important role. Xiamen Kunna and Liao Zhengzong had promised not to seek control of the company, but voted in favor of the recall. At the same time that Luo Xiangbo and Luo Honghua lost control, Liao Zhengzong was the chairman of the three-dimensional silk company.
Regarding whether or not it violates public commitments, whether it violates relevant laws and regulations, and the Articles of Association, whether it is a matter of concerted action, etc., Luo Xiangbo, Luo Honghua and Liao Zhengzong, Qiu Guoqiang, the new board of directors, you come to a stalemate and start litigation Big battle. According to industry insiders, the case sparked deep thoughts on the issues of corporate governance, concerted action, and commitment to mergers and acquisitions.
Three shareholders' "revenge" return
On November 14, 3D Silk held the second extraordinary shareholders meeting in 2016, deliberating and passing the provisional proposal put forward by the company's third largest shareholder, Qiu Guoqiang, to remove the directors of the company's chairman Luo Xiangbo and the first major shareholder Luo Honghua. By-election Qiu Guoqiang and Zhang Wei are the new directors of the company's board of directors.
On November 22nd, the new board of directors of the 3D Silk held the fifteenth meeting of the third session. Nominated by Qiu Guoqiang, Liao Zhengzong, the second largest shareholder of the company, was elected as the chairman of the board; on the same day, the above new board of directors The 16th meeting of the third session was held to dismiss Luo Xiangbo’s position as general manager of the company, and Liao Zhengzong nominated Zhu Limin to take over.
The voting results of the above shareholders meeting and the board of directors mean that Luo Xiangbo and Luo Honghua, the largest shareholders of the three-dimensional silk, were expelled from the company's board of directors and management. To this end, Luo Honghua filed a civil lawsuit with the Xiang'an District People's Court of Xiamen City, requesting the cancellation of the above-mentioned shareholders' meeting and the resolution of the board of directors, and went to the China Securities Regulatory Commission for reporting on December 6.
In this "forced palace" incident, Qiu Guoqiang, the third largest shareholder who took the lead in the disaster, and the first major shareholder Luo Xiangbo and Luo Honghua were the founding shareholders of the company. Qiu Guoqiang has served as a director and deputy general manager of the company for a long time. As early as 2014, Qiu Guoqiang repeatedly voted against the board of directors. In July 2015, Qiu Guoqiang resigned as a director and deputy general manager of the company.
"Qiu Guoqiang and I have differences in the company's business philosophy. I believe that after having the capital platform of listed companies, the company should take the road of endogenous growth and extensional development to become bigger and stronger. But Qiu Guoqiang believes that the extension of mergers and acquisitions will Diluting the shares of the founding shareholders has led to a weakening of the company's control. So he has always opposed the outreach mergers and acquisitions." Luo Xiangbo told the China Securities Journal.
Luo Xiangbo said that Qiu Guoqiang did not give reasons for the removal of his wife’s company’s director’s proposal. This is not in accordance with Article 92 of the Articles of Association. “After the expiration of the term of office of the directors, the shareholders’ meeting cannot be lifted without cause. The relevant provisions of the position. The Xiamen Securities Regulatory Bureau also sent an inquiry letter to the three-dimensional silk, asking the company to explain the above matters.
In this regard, the three-dimensional silk said that according to Qiu Guoqiang's explanation on November 25, the reasons for the proposal to remove Luo Xiangbo and Luo Honghua's directors are: Luo Xiangbo and Luo Honghua are the actual controllers of the company. Luo Xiangbo has always been the chairman and general manager of the company. Picking, acting arbitrarily, suppressing the different opinions of other directors and senior executives, often threatening to clean up those who disagree with corporate governance.
At the same time, Qiu Guoqiang believes that Luo Xiangbo, as the general manager, has not worked diligently for many years, has no management and management, and has internal control chaos. The company's original main business profits have fallen sharply, and accounts receivable have increased year by year, and the risk of bad debts has increased. This will pose a huge risk to the stable development of listed companies. This time, it has intensified and bent on it. It violates the spirit of the "Company Law" and forcibly modifies the company's articles of association in an attempt to consolidate its control position and seriously damages the interests of small and medium investors.
In this regard, Luo Xiangbo said that the above-mentioned crimes are completely "unnecessary." "Since the company was listed in 2010, its operating income has increased from about 100 million yuan at the time of its listing to about 1 billion yuan this year. The net profit has also increased from more than 20 million at the time of listing to more than 100 million yuan this year. And the company is now It is entering an accelerated period of growth, and these accusations of Qiu Guoqiang are imposed on me."
It is worth noting that in the above-mentioned general meeting of shareholders, in the proposal to remove the directors of Luo Xiangbo and Luo Honghua, and to make the election of Qiu Guoqiang and Zhang Wei as new directors, Liao Zhengzong’s actual control of Xiamen Kunna has voted in favor. In March of this year, 3D Silk acquired 80% equity of Xiamen Pousin held by Xiamen Kunna and Xiamen Shangyue through the issuance of shares and payment of cash. After the transaction was completed, Xiamen Kunna won a 9.44% stake in 3D Silk and was promoted to the company's second largest shareholder.
China Securities Journal reporter combed the company's announcement and found that as early as June 2014, the three-dimensional silk convened the board of directors to review and approve the acquisition of 20% equity of Xiamen Shangyue held by Liao Zhengzong with its own funds of 52 million yuan. Qiu Guoqiang, who was still a director of the company at the time, voted the only one. Luo Xiangbo admits that he originally thought that Liao Zhengzong would not vote in favor, and the final result made him stunned.
For Qiu Guoqiang and Liao Zhengzong's unanimous vote on the above shareholders' meeting and the board of directors, Luo Xiangbo suspected that Liao Zhengzong supported Qiu Guoqiang's return to the company's board of directors, and Qiu Guoqiang nominated Liao Zhengzong as the chairman of the company. The two sides may have reached an interest exchange agreement in private.
After Qiu Guoqiang returned, he increased his holdings to stabilize the situation. On the evening of November 28th, the three-dimensional silk announcement stated that Qiu Guoqiang plans to increase the way allowed by the Shenzhen Stock Exchange's securities trading system (including centralized bidding and block trades) from November 28, 2016 to May 27, 2017. Holding the company's stock, the amount of the increase is not more than 100 million yuan. Subsequently, Qiu Guoqiang further determined the above-mentioned increase in the range of 80 million to 100 million yuan. Qiu Guoqiang said that the above increase is based on the recognition of the company's current board of directors and management, as well as confidence in the company's future development prospects, and believes that the company has the long-term investment value of the capital market.
In addition to suspecting that Qiu Guoqiang and Liao Zhengzong reached an agreement on the exchange of interests in private, Luo Xiangbo also believed that the company’s secretary-general, Wang Rongcong, played the role of “inner ghost†in this process and “connected†other shareholders in the process of interest exchange. Played a key role. "When I received the temporary proposal put forward by Qiu Guoqiang on November 3, I was dissident. For this reason, I also asked Wang Rongcong whether it was necessary to go to the board of directors for discussion. As a result, he said that he does not need to go through the board of directors and can go directly to the shareholders meeting. Vote. Now looking back, this is a 'conspiracy' planned in advance."
In this regard, China Securities Journal reporter called Liao Zhengzong, said that related matters, please contact the company's Secretary-General Wang Rongcong. The reporter of China Securities Journal turned to Wang Rongcong and said, "Please read the company's external announcement."
The second shareholder promised to fall into the "Rashomon"
For Qiu Guoqiang suddenly smashed after more than a year of silence, and let him and his wife lose control of the company, Luo Xiangbo said "unexpected." Another thing that surprised him was the behavior of the company’s second largest shareholder, Xiamen Kunna, and its actual controller, Liao Zhengzong. When the introduction of Xiamen Kunna and Liao Zhengzong was introduced through mergers and acquisitions, Luo Xiangbo originally thought that Xiamen Kunna and Liao Zhengzong would not threaten their own and their wives' control over three-dimensional silk.
On March 29th, 3D Silk completed the acquisition of 100% equity of Xiamen Pantene. In order to ensure that the actual control of the three-dimensional silk is not changed due to the major asset restructuring, and that the requirements for the GEM not to use the major asset restructuring for backdoors are met, Xiamen Kunna and Liao Zhengzong respectively made a request for a listed company according to the requirements of the regulatory authorities. Public commitment to actual control and actual controller status.
Among them, Xiamen Kunna promised that the company has no relationship with other related parties in this restructuring, and there is no unanimous action relationship with other shareholders of Xiamen Perting, namely Xiamen Shangyue Investment Consulting Co., Ltd. and its shareholders and shareholders of listed companies. . After the completion of the reorganization, the company did not sign a concerted action agreement with Xiamen Shangyue Investment Consulting Co., Ltd. and its shareholders to seek actual control over the listed company.
Xiamen Kunna promised that after the completion of this reorganization, it will not actively seek the actual control of the listed company; it will not directly or indirectly increase the shares of the listed company in any way, nor will it actively adopt other related parties or concerted actors (if any) directly. Or indirectly increase the shares of listed companies; do not cooperate with other shareholders to seek the actual controller status of the listed company, do not join other shareholders to seek a majority of the board of directors of the listed company, and do not jointly elect and dismiss the current board of directors by proposing to convene an extraordinary shareholders meeting. member.
However, the above-mentioned public commitments of Xiamen Kunna and Liao Zhengzong did not enable Luo Xiangbo and Luo Honghua to maintain control of the company. On November 29th, in response to the letter of concern from the Shenzhen Stock Exchange, 3D Silk said that as of now, the company's equity is relatively scattered, the shareholding ratio of the top three shareholders is 17.35%, 9.44%, 8.62%, and between the above shareholders There is no concerted action, and neither party can control the company's board of directors alone, and then control the company. Therefore, the actual controller of the company has been changed from Luo Honghua and Luo Xiangbo to no actual controller.
For the loss of control over the company, Luo Xiangbo said that the actions of Xiamen Kunna and Liao Zhengzong violated the above public commitments. “The new board of directors controlled by Liao Zhengzong and Qiu Guoqiang confirmed in the announcement of the “Response Letter†of the Shenzhen Stock Exchange that the actual controller of the company was changed from Luo Xiangbo and Luo Honghua to no actual controller. Xiamen Kunna and Liao Zhengzong and Qiu Guoqiang cooperated with each other. The shareholders' meeting and the board of directors recalled and replaced the directors and general managers, resulting in the change of the actual controller of the three-dimensional wire, which seriously violated the 'guarantee not to join other shareholders through the proposal to convene an extraordinary shareholders meeting, etc. to elect and remove the current board members' and does not change The promise of the status quo of three-dimensional wire control rights."
However, Liao Zhengzong believes that he and Xiamen Kuna did not violate the original public commitment. In a statement, Liao Zhengzong said that there was no written or verbal agreement on action between Liao Zhengzong, Xiamen Kunna Trading Co., Ltd. and other shareholders of Three Dimensional Silk, and no substantive concerted action was established; Liao Zhengzong, Xiamen Kun Take Trading Co., Ltd. is not the proponent of this general meeting of shareholders, and did not actively seek to remove the company's directors; Liao Zhengzong and Xiamen Kunna Trading Co., Ltd. voted at this general meeting to improve and optimize the corporate governance structure. Independent judgment. Therefore, Liao Zhengzong and Xiamen Kunna Trading Co., Ltd. did not violate the relevant commitments.
For the above statement, Luo Xiangbo did not buy it. He believes that "Liao Zhengzong and Qiu Guoqiang in the process of recalling and replacing the company's directors and general managers, both parties pursued the common goal of changing the company's control by removing the directors and general managers nominated by the actual controller, and the action was tacit; Liao Zhengzong agreed Elect Qiu Guoqiang as a director, Qiu Guoqiang proposed Liao Zhengzong as the chairman of the board, and the exchange of interests is obvious. Although the relevant evidence still needs investigation and verification by the regulatory authorities and other departments, the two sides have formed a substantive and concerted action relationship in the process of seeking corporate control. ."
Luo Xiangbo further stated that even though Liao Zhengzong and Qiu Guoqiang had taken more measures to cover up, the direct evidence of their concerted action relationship was not obvious, and it could not be denied that there was a "union" in the process of recalling and replacing directors. "Actually, the 'joint' dismissal or election of the current board of directors between Xiamen Kunna and Liao Zhengzong and Qiu Guoqiang does not require the concerted action between the two parties, even if there is no clear indication between Xiamen Kunna and Liao Zhengzong and Qiu Guoqiang. The concerted action relationship does not affect the parties’ 'joint' actions when implementing a specific act. Judging whether Xiamen Kunna and Liao Zhengzong 'joined' with QIU Guoqiang to dismiss the directors, the point is not whether the parties admit that there is prior agreement Action agreement or arrangement, but whether the two actually implement the corresponding 'joint' action."
In addition, Luo Xiangbo pointed out that Xiamen Kunna and Liao Zhengzong deliberately concealed the concerted action relationship with Xiamen Shangyue in the major asset reorganization of the three-dimensional silk. According to the above commitments made by Xiamen Kunna and Liao Zhengzong, there is no concerted action relationship with the parties involved in this reorganization. Luo Xiangbo pointed out that Xiamen Shangyue is actually an employee-holding company of Xiamen Perting, and Liao Zhengzong, as the actual controller, chairman and general manager of Xiamen Perting, has considerable control and control over the shareholders of Xiamen Shangyue. Liao Zhengzong does not hold any equity in Xiamen Shangyue, but Xiamen Shangyue has appointed him as the executive director and legal representative of Xiamen Shangyue's wholly-owned subsidiary. This move reflects that Liao Zhengzong actually played a leading role in the decision-making of Xiamen Shangyue. "According to Article 83 of the Measures for the Administration of the Acquisition of Listed Companies, investors controlled by the same subject act as concerted actors, and Xiamen Kunna and Xiamen Shangyue constitute a concerted action relationship."
You come to me to get to a deadlock
For this incident, Luo Xiangbo believes that it is a dispute over equity, and the new board of directors believes that it is a normal corporate governance.
According to the three-dimensional silk announcement, from the voting results of this general meeting, the number of small and medium-sized shareholders participating in the voting reached 147. The vast majority supported the removal of Luo Xiangbo and Luo Honghua as directors, and supported the elimination of the votes of Luo Xiangbo and Luo Honghua. Up to 59%. The removal of Luo Xiangbo and Luo Honghua from the board of directors is not the control of the company's major shareholders, but in the market environment, the majority of shareholders take the initiative to choose the main leaders of the company.
However, some anomalies before the vote at the shareholders meeting made Luo Xiangbo suspect that he believed that many of the small and medium shareholders who participated in the voting were directly or indirectly manipulated by Xiamen Kunna and Liao Zhengzong.
Luo Xiangbo said that before the shareholders' registration date of the shareholders' meeting on November 7, there was a surge in the number of shares held by natural person shareholders. For the shareholding changes of 12 natural person shareholders who participated in the general meeting, compared with October 31, on November 7, the above 12 natural person shareholders increased their shareholding by 5,452,900 shares. Among them, natural person Wang Yuehua, Shi Zhan, Zheng Hongying, Huo Liujie, and Zhao Yan are all shareholders who have increased their holdings by new shares. The above 12 natural person shareholders voted in favor of the move to remove the old shareholders from the new shareholders in the voting at the shareholders' meeting.
“These shareholders who rushed into the stock before the equity registration date are likely to be directly or indirectly manipulated by Xiamen Kunna and Liao Zhengzong to vote for this general meeting. If true, this is suspected of violating Article 80 of the Securities Law. It is not allowed to borrow the accounts of other people’s accounts for securities transactions, the provisions of Article 73 of the Securities Law prohibiting insider trading, and it is also suspected of violating the provisions of Article 77 of the Securities Law prohibiting conspiracy to manipulate the market.†Luo Xiangbo said. Regarding the above suspicions, he and his wife Luo Honghua asked the China Securities Regulatory Commission to investigate.
In addition, Luo Xiangbo pointed out that compared with the previous shareholders' meeting, the general meeting of shareholders had a large deviation in the indicators such as the number of shareholders attending, the number of shareholders attending and the number of shareholders holding shares in the total share capital of the three-dimensional silk. Statistics show that since 2015, the company has held 8 shareholders' meetings. The average number of attendance at the first 7 shareholders' meetings was 34.43, with a median of 36. The number of attendees at the shareholders meeting was as high as 153. The number of shareholders holding shares also rose sharply, accounting for 57.79% of the total share capital, which was more than 20 percentage points higher than the average and median of the previous 7 shareholders' meetings.
As you come to me, Luo Xiangbo, Luo Honghua, Liao Zhengzong, and Qiu Guoqiang led the new board of directors of the three-dimensional silk into a stalemate, and caused close attention of the Shenzhen Stock Exchange and the Xiamen Securities Regulatory Bureau. At the same time, the two sides fell into a stalemate in litigation and anti-litigation. On November 21st and November 30th, Luo Honghua filed a civil lawsuit with the Xiang'an District People's Court of Xiamen City, requesting the cancellation of the shareholders' meeting and the resolution of the board of directors; on November 28th, the three-dimensional silk was submitted to the Siming District People's Court of Xiamen City. The Complaint was sued for Luo Xiangbo’s infringement of the company.
Intriguingly, Beijing Dacheng (Xiamen) Law Firm attended the above-mentioned shareholders' meeting and issued legal opinions as a witness lawyer. He also believed that the meeting complied with relevant laws, regulations and the Articles of Association, and the resolutions passed for review were legal and effective.
On November 22nd, the Shenzhen Stock Exchange issued a letter of inquiry to the three-dimensional silk, requesting the company to supplement the instructions on the convening and convening of the shareholders' meeting, whether the content of the resolution complies with the provisions of the Company Law and the Articles of Association, and requires lawyers to address the above issues. Conduct verification and express a clear opinion. As a witness lawyer at the shareholders' meeting, Beijing Dacheng (Xiamen) Law Firm did not respond to the letter of concern from the Shenzhen Stock Exchange. The three-dimensional wire transfer hired Fujian Junrong Law Firm to respond to the relevant issues of the letter of concern.
The "Complaints" submitted by the three-dimensional silk pointed out that Luo Xiangbo, as the company's former chairman, general manager and legal representative, refused to implement the company's general meeting of shareholders and the resolution of the board of directors, forcibly occupy the company's business premises, control the company's official seal, contract special seal, The financial special seal, the reserved bank seal, the original and copy of the business license, and the E-key and other important items announced by the Shenzhen Stock Exchange, the company's chairman, general manager and other management personnel are refused to return to the company to perform their duties and refuse to return the company. article.
The three-dimensional silk announcement said that on the morning of November 21, Luo Xiangbo and Sun Yizhen took the opportunity to seize the E-key announced by the witness. The Luo Xiangbo couple also instructed the witness to steal the E-key and the board of directors kept by the secretary-general. On the afternoon of the same day, Luo Xiangbo and his group also gathered two or thirty unidentified persons to forcibly occupy the company's business premises and shut down all the company's monitoring systems. In view of the above reasons, in order to ensure the normal convening of the board of directors, on the afternoon of November 21, all directors of the company unanimously agreed to change the venue to Xiamen International Conference Center Hotel.
At the same time, the war was burned from the board of directors to the board of supervisors. On the day before the new board of directors decided to remove the general manager of Luo Xiangbo on November 22, 3D Wire held the 11th meeting of the 3rd Board of Supervisors in the conference room on the 5th floor of the company. According to the company's subsequent disclosure, the 3D Silk Supervisory Board believes that “the convening of the convening of the company's previous extraordinary shareholders meeting, the content of the resolution, and the convening of the fifteenth meeting of the Board of Directors are in violation of the Articles of Association.â€
However, Zhou Rongde, one of the three supervisors of the 3D Silk Supervisory Board, believes that the supervisory committee proposed by Luo Xiangbo has a convening procedure that violates the company's “Rules of Procedures for the Supervisory Committee†and only one hour from the notice to the meeting. Zhou Rongde refused to attend the meeting and said that "according to the "Rules of Procedures of the Supervisory Committee", the meeting of the temporary supervisory committee can be notified at any time only in case of emergency. However, from the content of the case of this supervisory meeting, there is no urgent problem. I think The rules of the rules of the supervisory committee shall be fulfilled and the meeting shall be notified five days in advance."
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