Gunpowder smells great!
Tongji Technology announced on the evening of the 19th that the second largest shareholder, Quanting Partnership, submitted 16 proposals to the company's board of directors, proposing to remove 4 directors and 2 supervisors, including Yu Xiang, the company's current chairman, and Luo Junjun, general manager, and recommend 6 directors and 2 supervisors.
According to the company, due to "the obvious lack of management and operating capabilities of the board of directors, passive inaction, and 'sitting on the old capital left by the previous management management', the company's performance has seriously declined", "the lack of organization and management to form an effective and implementable strategic plan has led to unclear strategic development direction of the company, making Tongji Technology unable to truly return to the 'technology' attribute", the major shareholders adhering to the "one share dominant" thinking, and the problem of insider control is prominent.
However, for the above 16 proposals of Quanting Partnership, the board of directors of Tongji Technology passed a resolution unanimously on May 19, refusing to submit the above proposals to the general meeting of shareholders for deliberation. In the secondary market, Tongji Technology is a bull stock, with its share price up more than 39% so far in April, and its latest market value is 7.1 billion yuan.
The announcement of the "second share of soy sauce" in the torch high-tech also attracted attention. Zhongju High-tech announced that night that recently, the company learned that deputy general managers Zhang Weihua and Zhu Hongbin have been transferred to the procuratorate for review and prosecution due to suspected violations and crimes and breach of trust to harm the interests of listed companies.
The second shareholder of Tongji Technology proposed to remove the chairman and general manager
On the evening of May 19, an announcement by bull stock Tongji Technology attracted market attention.
In the evening, Tongji Technology announced on the Shanghai Stock Exchange that recently, the second largest shareholder holding 13.6% of the company's shares submitted 16 proposals to the company's board of directors, proposing to remove 4 directors and 2 supervisors, including Yu Xiang, the current chairman of Tongji Technology, and Luo Junjun, general manager, and recommend 6 director candidates and 2 supervisors.
Quanting Partners mentioned that due to "the obvious lack of management and operating capabilities of the board of directors, passive inaction, and 'sitting on the old capital left by the previous management management', resulting in a serious decline in the company's performance", "no organization management to form an effective and implementable strategic plan, resulting in unclear strategic development direction of the company, so that Tongji Technology can not truly return to the 'technology' attribute", "on the issue of intra-industry competition of controlling shareholders, failed to perform its responsibilities diligently, failed to conduct timely investigation, verification and disclosure, and failed to fulfill its responsibilities and protect rights", "there are deficiencies in corporate governance, The major shareholder adheres to the thinking of 'one share dominates', and the problem of insider control is prominent, which harms the legitimate rights and interests of the company and other shareholders."
Quant Partners believes that the current four non-independent directors have breached their duty of loyalty and diligence under the Company Law and the Articles of Association and are unfit to continue to serve as directors of the Company; It is held that the current two non-employee supervisors have violated their duty of loyalty and diligence stipulated in the Company Law and the Articles of Association by failing to supervise the directors' performance of the company's duties in accordance with the Company Law and other provisions, and have not required them to correct their acts that harm the interests of the company, and that they are not suitable to continue to serve as supervisors of the company.
For the above 16 proposals of Quanting Partnership, the board of directors of Tongji Technology unanimously passed a resolution on May 19, refusing to submit the above proposals to the general meeting of shareholders for deliberation.
After review, the board of directors of Tongji Technology believes that the decline in the company's performance in 2022 is mainly affected by the external environment and the periodic settlement of real estate development projects. In the first half of 2022, the company's operation was suspended for a long time, and the project construction progress was delayed; After the resumption of work and production, the company's board of directors and management level fully support business promotion and project expansion through various methods, and strive to reduce the negative impact on business performance; After deducting the above factors, the company's performance remained basically stable.
Tongji Technology said that except for employee supervisors, the company's directors and supervisors are elected by the general meeting of shareholders according to law, and there is no insider control problem; The company's board of directors has 3 independent directors, the company's board of supervisors has 1 employee supervisor, the company has established an independent director work system, related party transaction system, etc. in accordance with the law, through the relevant systems and independent directors to exercise their powers, protect the legitimate rights and interests of minority shareholders, and there is no situation that harms the rights and interests of the company and other shareholders. Shanghai Tongyang Industrial Co., Ltd., the largest shareholder of the company, holds 23.38% of the company's equity according to law, and the shareholding ratio does not exceed 30%, and there is no situation of "one share dominating".
Tongji Technology claimed that the reasons for the proposal submitted by the proponents for the removal of non-independent directors and non-employee supervisors had no factual basis, were inconsistent with the factual situation, violated the provisions of the Articles of Association on the appointment and removal of directors and supervisors, and could not be submitted to the general meeting of shareholders for deliberation as a valid proposal; In addition, the number of directors proposed by the proponents to be removed exceeds one-half of the number of directors of the company, which violates the provisions of the Company Law and the Articles of Association that shareholders may not abuse their rights to harm the interests of the company or other shareholders. All directors disagreed with the sponsor's request to convene an extraordinary general meeting.
Tongji Technology said that the company's board of directors respects the rights of all shareholders and hopes that all shareholders will put forward opinions and suggestions conducive to the sustainable development of the company on the basis of respecting objective facts, and be constructive participants in corporate governance. The board of directors opposes any unreasonable interference with the normal operation of the company, resolutely upholds the norms of corporate governance operations, and protects the legitimate rights and interests of all shareholders of the company, including small and medium-sized investors.
According to public information, the main business areas of Tongji Technology include engineering consulting services, construction project management, environmental engineering technology services and investment and construction, real estate development, etc. In the secondary market, Tongji Technology, which involves many concepts such as EDA, garbage classification, Xiong'an New Area, and state-owned enterprise reform, is also a bull stock, with its share price up more than 39% since April, and its latest market value is 7.1 billion yuan.
For the whole year of 2022, the company's revenue was 3.943 billion yuan, a year-on-year decrease of 35.71%; Net profit was 352 million yuan, down 38.97% year-on-year. As of the end of the first quarter, the number of shareholders of the company was 41,200.
Two senior executives of Zhongju Gaoxin were transferred to the procuratorate
On the evening of May 19, Zhongju High-tech, a leader in the condiment industry, announced on the Shanghai Stock Exchange that recently, the company learned that Zhang Weihua and Zhu Hongbin had been transferred to the procuratorate for review and prosecution due to suspected violations and crimes and breach of trust that harmed the interests of listed companies.
Previously, on the evening of February 20, Zhongju High-tech disclosed that the company received two "lien notices" from the Zhongshan Supervision Commission on the evening of February 17, and the company's deputy general managers Zhang Weihua and Zhu Hongbin were suspected of serious violations, and with the approval of the Guangdong Provincial Supervision Commission, the Zhongshan Supervision Commission filed a case for investigation and implemented liuzhi on the two people.
Although the company said at the time that the above matters would not affect the company's normal production and operation. But in the secondary market, it was still affected, and many investors called the company "thunderous". On February 21, Zhongju Gaoxin's stock price opened sharply lower, touching the limit board 15 minutes after opening, and finally closed down 6% on the day, and the market value shrank by 2 billion yuan, from 32.1 billion yuan to 30.1 billion yuan. Since then, the company's stock price has fluctuated and corrected, and the latest market value is 28.4 billion yuan.
According to public information, Zhang Weihua and Zhu Hongbin, who have served in Zhongju High-tech for more than 28 years, are senior employees of the company, both in high positions (both are deputy general managers), one is responsible for marketing and the other is responsible for engineering.
Zhang Weihua was born in December 1967, successively worked in Zhongshan Machine Tool Factory, Zhongshan Shunhua Plastic Machinery General Company, Zhongshan Torch High-tech Industrial Development Zone Torch Office, since 1995 in Zhongju High-tech Industrial Development Zone, since August 2004 as the deputy general manager of Zhongju High-tech, and also served as the chairman of Guangdong Yummy Fresh Seasoning Food Co., Ltd.
Zhu Hongbin, born in February 1968, bachelor's degree, worked in the Mine Design and Research Institute of the former Ministry of Chemical Industry in Lianyungang City, Jiangsu Province from 1989 to 1994; From 1994 to April 2010, he served as Zhongju High-tech, successively serving as a clerk, deputy manager and manager of the asset operation department, and assistant to the general manager of the company; From April 2010 to November 2012, he served as the director and general manager of Guangdong Zhonghui Hechuang Real Estate Co., Ltd.; Since November 2012, he has served as the deputy general manager of Zhongju High-tech.
Zhongju High-tech lost nearly 600 million yuan last year
Zhongju High-tech is known as the "second stock of soy sauce", and its performance has been growing steadily. However, since 2021, the company's operating performance has begun to decline, and the company's net profit in 2021 fell by 16.63% year-on-year to 742 million yuan, and the net profit in 2022 was directly lost 592 million yuan.
For the reasons for the performance loss in 2022, Zhongju High-tech explained that there are two major reasons, one is involving an industrial joint land contract dispute case, the company has an estimated liability of 1.178 billion yuan in its annual report; in addition, due to factors such as rising costs, the gross profit margin of products has decreased. Excluding the impact of the estimated liabilities accrued in pending litigation, the company's net profit attributable to shareholders of listed companies in 2022 was 586 million yuan.
In the first quarter of 2023, the total operating income of Zhongju High-tech was 1.367 billion yuan, a year-on-year increase of 1.46%; Net profit was 150 million yuan, down 5.53% year-on-year.
It is worth mentioning that Zhongju High-tech is a heavy stock of public funds, and at the end of last year, fund managers increased their positions in Zhongju High-tech. According to public fund statistics, as of the end of 2022, a total of 70 fund products have included Zhongju High-tech in the top ten core stocks.
From the perspective of the top ten shareholders at the end of the first quarter of Zhongju Gaoxin, in the first quarter, the fund company's holdings did not change much, and there was no obvious position reduction. Star Private Placement, Feng Liu's Gao Yi Linshan No. 1 Yuanwang No. 1 Private Equity Fund has also newly entered the top ten shareholders of Zhongju Gaoxin, holding 15 million shares and holding 1.91%.
Source: Sina.com