The infighting escalated, and the second shareholder of Tongji Technology made a "sniper" move, proposing to remove the current director and supervisor

Intern reporter|Feng Yuchen

After the proposal to convene an extraordinary general meeting was rejected, Tongji Technology (600846. SH) decided to convene an extraordinary general meeting of shareholders on their own initiative and proposed the removal of the current directors and supervisors.

The second shareholder, Shanghai Quanting Industrial Development Partnership (Limited Partnership) (hereinafter referred to as "Quanting Industrial"), believes that Shanghai Tongyang Industrial Co., Ltd. (hereinafter referred to as "Shanghai Tongyang"), the controlling shareholder of Tongji Technology, is "a single largest", and the current board of directors is passive and inactive, and proposes in the motion to remove the current six directors and supervisors.

In the eyes of the outside world, this is not the first time that there has been "friction" between the controlling shareholder of Tongji Technology and Quanting Industry. Shanghai Tongyang and Quanting Industrial both became shareholders of Tongji Technology in 2021, and since then, Quanting Industry has raised objections to some proposals and publicly solicited voting rights at the shareholders' meetings in 2021 and 2022, all of which involve the "dispute" over the appointment and removal of personnel of the board of directors and supervisors of Tongji Technology.

In an interview with Interface News, Quanting Industrial said: "We are exercising our right to participate in the governance of listed companies, and this year's means look a little more drastic, not to 'overthrow' the board of directors." ”

Second, shareholders "move the truth"

The shareholding structure of Tongji Technology is relatively scattered, and the second shareholder, Quanting Industry, and the controlling shareholder Shanghai Tongyang, have successively become the big and small owners of Tongji Technology in 2021 through the free transfer of state-owned shares.

So far, Shanghai Tongyang holds 23.38% of the shares of Tongji Technology, and the actual controller is Yangpu District State-owned Assets Supervision and Administration Commission. Quanting Industrial holds 13.60% of the shares of Tongji Technology, and the quanting industrial party who held up the sign "on the ship" mentioned to the interface news that "the foundation left by the previous team of Tongji Technology is good, and there are no pits." ”

In the eyes of the outside world, the major shareholder and second shareholder who have successively entered Tongji Technology in the same year can be said to be "always at odds".

As early as the shareholders' meeting in 2021, the two shareholders of Tongji Technology's major shareholders proposed to each other, and the two had different positioning of the development strategy of listed companies, and their governance concepts conflicted.

Before the decision of Quanting to convene an extraordinary general meeting on its own, Quanting submitted the "Letter on Requesting the Board of Directors to Hold an Extraordinary General Meeting of Shareholders" to the board of directors and the board of supervisors of Tongji Technology in May, proposing to convene the first extraordinary general meeting of shareholders in 2023 to deliberate on 16 proposals including the "Motion on the Removal of Directors from the 10th Board of Directors of Yuxiang Company".

In this regard, the board of directors and supervisors of Tongji Science and Technology has successively "refused".

The Board of Directors and the Board of Supervisors respectively deliberated and passed the "Motion on Disagreeing to Hold an Extraordinary General Meeting of Shareholders and Refusing to Submit the Proposals Submitted by Shareholders to the Company's General Meeting for Deliberation", disagreed with the convener's request to request the Board of Directors to convene an extraordinary general meeting, and did not agree to submit 16 proposals to the Company's general meeting of shareholders for deliberation and voting.

Subsequently, Quanting Industrial "sniped" the board of directors of Tongji Technology.

On June 7, in response to some of the motions of the 2022 Annual General Meeting, Quanting Industrial publicly solicited negative votes, citing the passive inaction of the board of directors, the unclear direction of the company's strategic development, and the failure of controlling shareholders to fulfill their responsibilities and protect their rights against intra-industry competition.

On the evening of June 20, Tongji Technology announced that Quanting Industrial intends to convene and preside over the first extraordinary general meeting of Tongji Technology in 2023 on July 7, and the equity registration date is June 29.

Alleging that the board "sits back and eats the old book"

At this extraordinary general meeting, Quanting intends to submit 16 proposals previously rejected by the board of directors to the extraordinary general meeting on July 7 for review, and solicit voting rights from all shareholders.

Among the 16 proposals, 4 directors and 2 supervisors, including Yu Xiang, the current chairman of Tongji Technology, and Luo Junjun, general manager of Tongji Technology, were proposed to be removed, and 6 directors and 2 supervisors were nominated. As for the reasons for the proposed removal, Quanting Industrial pointed out that there are four main reasons.

First of all, it believes that the board of directors "sits on the old capital" passive inaction, resulting in a sharp decline in the company's performance. In terms of performance, in 2022, Tongji Technology's revenue decreased by 35.71% year-on-year, and non-net profit decreased by 42.60% year-on-year.

Secondly, Kuanding Industrial mentioned that the company's strategic development direction is not clear, Tongji Technology has no new investment projects in the past three years, and the board of directors has not proposed an effective and implementable strategic development direction under the condition that the original core business has shrunk year by year and even "zeroed" in the foreseeable future.

Third, Quanting alleges that the Board of Directors and Regulatory Commission failed to fulfill its responsibilities to defend its rights over intra-industry competition issues arising from the controlling shareholders. Specifically, Shanghai Yangpu Binjiang Investment and Development (Group) Co., Ltd., the controlling shareholder, established Shanghai Yangpu Binjiang Real Estate Management Co., Ltd. and Shanghai Sanyixin Enterprise Development Co., Ltd. in 2022, and the above two companies are the same or similar to the businesses engaged in by Tongji Technology and its core subsidiaries, constituting intra-industry competition.

Regarding the issue of intra-industry competition, Tongji Technology replied in the announcement that the two newly established companies were specific functional projects and projects established to carry out the construction of "Yangpu District Cultural Relics Protection and Utilization Demonstration Zone", and their businesses did not have substantial competition with Tongji Technology.

Finally, in the motion, Quanting challenged that the procedures for selecting directors for the current board of directors did not comply with the regulations. Quanting said that during the change of the board of directors in 2022, the controlling shareholders did not propose director candidates together with Quanting in the process of proposing director candidates, and did not fully disclose the full text of the letter and even the key information in accordance with laws and regulations for the "Letter on Requesting the Board of Directors to Hold an Extraordinary General Meeting of Shareholders" submitted by Quanting Industry in May.

Tongji Technology did not disclose the letter, and its securities department told Interface News that the reason why the full text and key information of the above letter were not fully disclosed was because Tongji Technology had already communicated with the Shanghai Stock Exchange, and the letter was an unnecessary disclosure letter, which was only filed and not disclosed at that time.

Major shareholder "one family alone"?

Among the 16 motions, in addition to the appointment and removal of personnel, Quanting also proposed a motion to amend the articles of the Articles of Association and some of its annexes, proposing that the cumulative voting system must be used for the election of directors and supervisors.

This is because Quanting believes that in corporate governance, major shareholders adhere to the "one family alone" thinking.

For example, its request to add two directors in the form of provisional proposals at the 2020 general meeting and the 2021 general meeting was rejected by the majority shareholder at the general meeting, and at the 2020 annual general meeting, the shareholder representative of the proposer was "silenced" by the company.

"This is our third year of proposing directors, before two consecutive years of proposals to add directors failed, we are just exercising our right to participate in governance, the board should listen more to the voice of minority shareholders rather than words, this year we put forward a lot of motions that look a little more drastic, not to "overthrow" the current board." Quanting Industrial said to Interface News.

Previously, Quanting Industry fell behind due to the implementation of the differential voting system by Tongji Technology.

In June 2022, the 9th Board of Directors of Tongji Technology deliberated and decided to adopt the differential voting system to elect the directors of the 10th Board of Directors at the 2021 General Meeting of Shareholders, and added a provisional proposal to the Board of Directors and publicly solicited voting rights. However, under the differential voting system, the proportion of other shareholders participating in the shareholders' meeting was low, and the shareholders' meeting was elected as a "showdown" between the top two shareholders, and in the end, none of the provisional proposals for the increase of Quanting Industrial were approved.

Quanting Industrial told Interface News that combined with its own and other minority shareholders' shareholding, it believed that it should have the right to participate in corporate governance, and there were two directors vacant in Tongji Technology at that time. "The cumulative voting system is conducive to hearing the voices of minority shareholders."

The "domineering" proposed 6 directors and 2 supervisors, and Quanting Industrial said that "the shareholders' meeting deliberates on this, in addition to itself and Shanghai Tongyang, there are also small and medium-sized shareholders who hold about 60% of the equity, and they should listen to their opinions." ”

For the cumulative voting system, the Tongji Technology Securities Department said that there are no specific official rules for the cumulative voting system, and if the SSE rules are promulgated, the follow-up will be synchronized according to the relevant rules.