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[Cangzhou characters] Zhongyan "12.17 Incident": Liu Minghui was "framed" out

author:Cangzhou Xia Travel
[Cangzhou characters] Zhongyan "12.17 Incident": Liu Minghui was "framed" out

Liu Minghui's resume

Liu Minghui, entrepreneur, native of Cangzhou, Hebei, born in 1963, a famous alumnus of Cangzhou No. 1 Middle School, graduated from Hebei Normal University, managing director and president of China Gas Company.

He is engaged in property investment, finance, gas and other industries, and has been selected into the Forbes Global Billionaire List and the New Fortune 500 List.

On May 12, 2020, the 2020 New Fortune 500 Rich List was released, and Liu Minghui ranked 87th with a wealth of 28.54 billion.

[Cangzhou characters] Zhongyan "12.17 Incident": Liu Minghui was "framed" out

【Cangzhou Characters】Zhongyan "12.17 Incident": Liu Minghui, a burning tyrant, was "framed" out, and the management team fought back and achieved good results!

When consulting the relevant information of Mr. Liu Minghui, I came across this article published by Sina about the "Liu Huang" incident. The article details that after Liu Minghui, the founder of China Combustion, and others were "forced" to leave the company, China Combustion not only did not destroy the machine and kill people, but also began a new journey of man-machine separation. The following is the full text reproduced:

On December 17, 2010, Liu Minghui (a native of Cangxian), managing director of China Gas Holdings Co., Ltd. ("China Gas"), and Huang Yong, executive president of China Gas Shenzhen, were suddenly taken away by public security officers. On the morning of July 24, 2012, the People's Procuratorate of Futian District of Shenzhen sent a special person to the Shenzhen headquarters of China Gas and announced that Liu Minghui and Huang Yong would not be prosecuted. The announcement of this decision marks the re-innocence of Liu Minghui and Huang Yong from now on, and also means the final end of the "Zhonghuo 12.17 Incident". This day coincides with the tenth anniversary of the founding of China Gas.

In the past 20 months, the "China Combustion 12.17 Incident" has triggered a series of chain reactions, such as the company's operational turmoil, the decline in market value, the board of directors " personnel earthquake ", ENN Energy and Sinopec hostile takeover war, and so on.

For China's private enterprises, is the "China Combustion 12.17 Incident" an enterprise case, or is it a case of some universality? China Gas, how did this young private enterprise cope with this sudden crisis? What implications does this have for China's private enterprises?

Speak at the pace of development

Established in 2002, China Gas Holdings Limited is a natural gas and LPG operation service provider listed on the Main Board of the Hong Kong Stock Exchange under stock code: 00384. Since Entering the city gas industry, In just 10 years, China Gas has grown from the first few employees to more than 20,000 employees, from the initial operating loss to the current annual profit of nearly HK$1 billion, the growth rate can be described as amazing.

Originally, China Gas only supplied natural gas to small towns around Beijing; today, China Gas has invested nearly 300 subsidiaries in Chinese mainland, supplying pipeline natural gas to more than 7 million residential users and more than 50,000 industrial and commercial users in 160 cities in 21 provinces across the country, providing liquefied petroleum gas for more than 3 million residential and industrial and commercial users, and serving more than 90 million people in the urban areas of the two gas sources. It is a gas enterprise group with the largest number of urban pipeline gas project concessions and one of the largest liquefied petroleum gas distributors in China.

With the expansion of its operating scale, China Gas has also been actively committed to the development of a diversified and international capital equity structure. Since 2004, China Gas has put forward the development goal of building the company into an "Asian energy cooperation platform", conducted extensive contacts and exchanges with the governments of Asian countries and their energy enterprises, and continuously promoted international energy cooperation.

At present, the main strategic shareholders of China Gas include: Beijing Holding Group, the founder of the company, Liu Minghui, south Korea SK Group, British Fudi Petroleum, China Petroleum and Chemical Corporation, India Gas Company, Asian Development Bank, Taiwan Affairs Office of the State Council Straits Economic and Technological Cooperation Center and so on. After years of hard work, China Gas has become an international energy cooperation platform with large national oil and gas companies at home and abroad as shareholders and signed comprehensive strategic cooperation agreements with multinational energy giants, including China.

However, the outbreak of the "China Combustion 12.17 Incident" dragged China's gas from the peak of glory to the cold trough. According to popular understanding, if an enterprise has such a long-term violent turmoil, or there is internal management chaos, the rapid loss of employees; or the performance declines significantly, the development shrinks or even stagnates; or the capital chain is broken, or the enterprise collapses and liquidates. There are many cases in this regard, such as the recent near-disappearance of "Prince Milk" products, the dispute over the controlling right of "Gome Electrical Appliances" that has had a negative impact on performance, and further afield such as the collapse of the "Delong" capital empire, and so on.

Feng Lun, chairman of Wantong Group, once lamented in the article "How Do We "Private Enterprises" Today": "In the past, once the owner of a private enterprise had an accident, the company immediately fell apart and disappeared, and people have become accustomed to this ending, just like the plane fell, at the moment when it fell, the plane was destroyed and killed." "So, is China Gas also unable to escape this fate?

On June 28, 2012, China Gas announced its operating results for the fiscal years 2011-2012. The company's net profit for the whole year was HK$950 million, an increase of 52.4% over the same period last year, and operating income was HK$18.934 billion, an increase of 19.4% year-on-year. In terms of natural gas business, the company completed a total of 5.563 billion cubic meters of natural gas sales during the year, an increase of 25% over the same period last year; the company completed the connection of 1.105 million natural gas residential users and 6,170 new industrial and commercial users during the year, and the new users increased by 18.2% and 16% respectively over the same period of the previous year. The release of this brilliant performance has impressed the industry and the international capital market. Subsequently, major international investment institutions have raised the target price of China Gas stocks.

Why hasn't China Gas, like some private enterprises in China, rapidly decayed due to the "disaster of the wall", and has been able to steadily get out of the haze and create the best operating performance in history?

At the staff meeting of China Gas Shenzhen headquarters on July 24, 2012, Liu Minghui, founder of China Gas, said his heart, "From December 17, 2010 to the present, I have summed up one sentence, that is, the process is very difficult, the results are very bright and proud. The reason for this is that China Combustion has experienced two major events of executive turmoil and tender offers, which is the first in China and deserves the pride of everyone. Looking back at the core values of the development of corporate culture in the past 10 years, passion, dreams, and transcendence have been accompanying us forward, and China Combustion will certainly become the leader of the gas industry, we must speak with performance, and speak with the pace of development! ”

With the end of the "China Gas 12.17 Incident", China Gas's stock price quickly rose to a price of HK$4.3 per share, a new high in nearly 20 months, and has returned to the level of October 2010.

Sudden crisis

On the morning of December 17, 2010, Liu Minghui, president of China Gas, and Huang Yong, executive president of China Gas, held a meeting in the conference room on the 18th floor of the company's Headquarters in Shenzhen. Two public security officers came to the reception vestibule on the 18th floor and took Liu and Huang out of the company's headquarters on the pretext of assisting in the investigation of the case, which was about 10:30 a.m.

About 5 minutes after Liu and Huang were taken away by public security officers, Xu Ying (then vice chairman of the board of directors of China Gas), Xu Chaoping (then vice president of China Gas), and Liu Zhihe (then financial adviser of China Gas) came to the 18th floor of the company's headquarters. Prior to this, Xu Ying and others had not appeared at China Gas's Shenzhen headquarters for several months.

Xu Ying ordered that the 18th floor be closed and that no one was allowed to enter the office area of the president's leadership on the 18th floor without permission. At the same time, Liu and Huang's offices were directly locked, and chains were added to stipulate that no one was allowed to enter the two-person office. Xu Ying also announced the dismissal of Liu Minghui and Huang Yong's driver and secretary at that time.

On the afternoon of the 17th, Xu Chaoping informed Li Yunsong, general manager of the administrative department responsible for keeping the company's official seal, to rush back to Shenzhen as quickly as possible and hand over the official seals of China Gas and its two most important Shenzhen subsidiaries, China Combustion Investment and China Combustion Industry. However, Li Yunsong said that according to the company's regulations, the transfer of the custody of the official seal needs to be approved by Liu Minghui and Huang Yong. "Only when you see Liu and Huang's signatures can you hand over the official seal." Li Yunsong insisted on abiding by the management system of China Gas.

On the morning of December 20, 2010, without receiving any accurate information about Liu and Huang, the Board of Directors of China Gas, out of its responsibility to shareholders, immediately made an oral report to the Hong Kong Stock Exchange, and then issued an announcement that "due to sensitive news that may affect stock price fluctuations, apply for suspension of trading".

On the afternoon of December 20, Xu Ying held a meeting of cadres at or above the level of assistant department manager at the headquarters of China Gas In Shenzhen. Xu Ying's speech at the meeting involved several important aspects:

"Liu and Huang's 'crimes' are serious, and they can't get out if they are caught this time; it was Wang Fahui, a former executive of China Gas in the early years, who reported Liu and Huang to the public security organs, and had nothing to do with himself (referring to Xu Ying)." The former executive originally intended to report Liu and Huang to the Independent Commission Against Corruption in Hong Kong, but under the persuasion of him (referring to Xu Ying), he reported it to the mainland judicial authorities instead; Xu Ying detailed and listed Liu and Huang's "criminal process" and "criminal evidence"; claimed that the case was highly valued by governments at all levels and judicial departments; and announced Xu Chaoping as the company's president. ”

However, the executives attending the meeting did not agree with Xu Ying's statement. Fan Jinsheng, vice president of China Combustion, and Duan Changgui, chief scientist of China Combustion, both said that Liu and Huang were indispensable to the development of China Combustion and believed that the judiciary would have a fair handling result of the "Liu and Huang case".

To Xu Ying's own surprise, the recording of Xu Ying's speech later became an important basis for the board of directors of China Combustion to remove him from his position as vice chairman of the board of directors and his qualifications as a director.

An executive of China Gas revealed, "Xu Ying always brought several personal bodyguards with him during this time. These bodyguards not only protected Xu Ying, but also monitored Liu and Huang's offices all day. Xu Ying repeatedly announced at the company's headquarters that Liu and Huang Ding would sit on the bottom of the prison. ”

As the representative of Straits Financial Holdings Limited ("Straits Financial"), the founding shareholder of China Gas, Xu Ying has served as an executive director of China Gas since its inception. "Xu Ying has a mysterious color in the eyes of the company's employees. His status as a senior has allowed him to enjoy the highest treatment of the company's senior management, but he rarely pays attention to the daily operation of the company. Xu Ying always expressed to management that he represented the official intentions. However, the foreign directors of China Combustion are not accustomed to Xu Ying's style. The executive discussed the historical relationship between Xu Ying and China Combustion.

The Board of Directors bucked the tide in order to uphold principles

Faced with the crisis of internal and external difficulties, the vast majority of Chinese and foreign members of the board of directors and management of China Gas quickly reached an agreement and took decisive measures to save the company and safeguard the interests of shareholders. Later facts show that the board of directors of China Gas adheres to the basic policy of acting in accordance with the rules and regulations of listed companies, laying a solid foundation for stabilizing the overall situation of the company. However, the directors of China Gas have also encountered unexpected obstacles.

On December 23, 2010, the Board of Directors of China Gas held an emergency meeting to appoint Liang Yongchang as executive director, Liang Yongchang and Zhu Weiwei as co-managing directors (agents), and an interim management committee to be responsible for the daily operation of the company. The Board of Directors will not approve the president of a company that Xu Ying previously appointed without the consent of the Board of Directors and in violation of the provisions of the Listed Companies Ordinance. At the meeting, Xu Ying said he was not aware of the "Liu and Huang cases."

A China Gas executive said, "On the morning of December 24, Xu Ying convened a meeting of five senior executives in his office. At the meeting, Xu Ying once again stressed the seriousness of Liu Minghui's crimes and ordered the executives attending the meeting not to obey Zhu Weiwei's command. ”

On February 12, 2011, a director of China Gas sent a letter to the board of directors accusing Xu Ying of seriously violating the ethics of the directors of the listed company, citing seven facts: 1. Making major personnel adjustments to the company without the authorization of the board of directors; 2. Attempting to obstruct the convening of an interim board of directors (referring to the meeting on December 23, 2010) to deal with the crisis after the "China Combustion Incident"; 3. Refusing to implement the resolutions of the board meeting; 4. Threatening directors and company executives with different opinions; 5. Knowingly knowing the "Liu and Huang incidents" The cause of the "Liu and Huang case" was not reported; 6, before the "Liu and Huang case", several times reduced the shares of China Gas held by Straits Financial Holdings Co., Ltd., suspected of insider trading, which seriously affected the market's confidence in China Gas; 7, without consultation with other major shareholders, privately operated to introduce strategic shareholders. The letter caused a huge shock within the board of directors of China Combustion.

On 12 February 2011, a Director sent a letter to the Board of Directors proposing to remove Xu Ying from his position as Vice Chairman and Director. Based on the fact that many of the evidence at hand were basically true, the motion was immediately supported by most of the directors, recalled Mao 20,000, an independent director of China Gas, "Since then, Xu Ying has repeatedly obstructed the inclusion of the 'removal issue' on the official agenda of the board of directors, and threatened and intimidated a number of directors (including myself). At the Board meeting on March 3 and 26, 2011, we had a serious confrontation with Xu Ying on this issue. "As independent directors, we insist on handling various related issues in accordance with the rules and systems of listed companies. Xu Ying, however, tried to break the company's rules and regulations in order to seize control of the company. Mao Erwan stressed, "Xu Ying openly said at the company headquarters that 'Liu and Huang committed serious crimes', and I asked him to submit relevant evidence to the board of directors and discuss it at the meeting, but he refused." ”

"Xu Ying not only threatened me personally, but also threatened to intimidate my elderly parents!" Zhu Weiwei, executive director of China Gas, was indignant.

On the night of March 1 (two days later, the board of directors to remove Xu Ying was convened), a car with the license plate "Yue BKC277" collided with the car driven by Zhu Weiwei, executive director of China Combustion. Curiously, the car accident occurred at the door of the community where Zhu Weiwei lived. At the scene of the accident, the police found that the "Yue BKC277" sedan did not have any traces of stepping on the brakes, and directly hit the door on the driver's side. Zhu Weiwei was immediately taken to the hospital.

Since this time, many executives of China Gas have received threatening phone calls calling themselves triad elements, and "underworld elements" claim to retaliate against China Gas executives and their families.

At the board meeting on March 3, Xu Ying was removed from his position as vice chairman of the board. The board's ultimate public reason for acceptance was "knowing not to report." However, Xu Ying did not appear at the meeting site to defend himself, but only attended the meeting by telephone and withdrew halfway.

On March 10, Xu Ying wrote a letter to the board of directors of China Gas, claiming that he had only learned of Liu and Huang's detention on December 18 and that he had no prior knowledge of the case, and that Straits Financial's move to reduce its stake in China Gas had nothing to do with him. However, Xu Ying's claims apparently failed to convince the other members of the board.

According to the Hong Kong Stock Exchange, between September and October 2010, Straits Finance reduced its stake in China Gas for three consecutive times. Straits Financial's stake in China Gas has also been reduced from 6.75% to 4.2l. The documents submitted by Straits Financial to China Gas disclosed that the sole shareholder of Straits Finance was Straits Travel Agency, and the sole director of Straits Finance was Xu Chaoping. Therefore, there are many people in the board of directors and senior management of China Gas who suspect that Xu Ying and others have been suspected of insider trading by manipulating Straits Finance to reduce their shares in China Gas several times while predicting in advance that the "Liu and Huang cases" are about to happen. At the same time, at the October 2010 meeting of the board of directors of China Gas on the capital increase and allotment, Xu Ying still voted in favor of this practice, which was also questioned by the board as suspected fraud against shareholders.

On March 25, The board of directors of China Gas held another meeting and made a resolution to forcibly terminate Xu Ying's director service contract.

The management is doing its best to stabilize the operation

The "China Combustion 12.17 Incident" has dragged China Gas into an unprecedented operational crisis in an instant.

"Due to the sudden detention of the company's legal representative Liu Minghui, the major banks immediately suspended the provision of the company's funds, and because it was impossible to obtain liu and huang to authorize other directors of the company to perform their duties on their behalf, the company's signing of many deferred loan documents for the bank was forced to be suspended, and the company lost the ability to dispatch funds." If the situation still did not improve at that time, the next step would be to face the bank's declaration of default, thereby pursuing claims and asset preservation for the company, and the entire company would immediately fall into the situation of liquidation and bankruptcy. ”

Recalling the difficulties faced at that time, Xu Weiqiang, deputy general manager of China Gas Capital Department, still has a lingering feeling, "The consequences of loan defaults may trigger related chain reactions are unimaginable." This will not only seriously affect the safety of gas use in many areas, but also induce some social instability factors. ”

The management team in charge of China Gas during the crisis must continue to release doubts to external investors and financial institutions on the one hand, and ensure the normal order of internal operation and management and safe and stable gas supply on the other hand. China Gas faces unprecedented challenges.

Executive Director Zhu Weiwei said, "In January 2011, Mr. Liang (Liang Yongchang) texted me at three o'clock in the evening, saying 'too much pressure to sleep'. While everyone was doing their best to save the company, Xu Ying threatened to sell Zhongxin at the company's headquarters. ”

Since April 2011, banks with credit granting business with China Gas have received anonymous letters in which they have defamed China Gas and its management in an attempt to undermine Gas's bank-enterprise relationship. However, by gaining an in-depth understanding of the company's operating conditions, the credit bank has gradually restored credit to China Gas.

"Fortunately, we have a healthy body, not as the anonymous person said, and the system, the board of directors, senior management and ordinary employees have all withstood the test in the face of the crisis." After the board of directors and senior management actively took corresponding actions, the company's operation gradually stabilized, the safe supply of gas for its projects was guaranteed, the stock was resumed, the sentiment of investors and employees stabilized, the bank and the government restored their trust in China Combustion, and the expansion of new projects continued under such difficult circumstances." Xu Weiqiang recalled the process of China Combustion coming out of the crisis, and his tone was very calm. At that time, Xu Weiqiang himself was constantly threatened, and some people even posed as police officers on the phone to intimidate him.

"However, with the bank's resumption of credit to China Combustion, something even more incredible has happened." The head office of some credit granting banks received anonymous letters slandering and slandering some branch managers specifically responsible for China Combustion's credit business. In short, whoever wants to help Zhongxin will be falsely accused. Some people really spared no effort in order to bring down the middle burn! Xu Weiqiang looked a little crying and laughing.

"Xu Ying once approached me privately, and he claimed that as long as you can cancel a city gas franchise of China Gas, you will be given millions of yuan in bonuses, and the more you cancel, the better," Qian Songzhong, vice president of China Gas, revealed, "I severely reprimanded Xu's statement, I said that who wants to bring Down China Gas, we will never agree."

In order to cope with the crisis, China Gas strengthened the functions of "decision-making, supervision, guidance and service" of the group headquarters, adjusted the organizational structure of the company's headquarters, optimized the internal system coordination mechanism, and improved the efficiency of management decision-making. At the same time, the management of China Gas attaches great importance to the safe operation and management of the project, requiring all project companies to set up safety management committees and special office agencies to ensure the safe and stable operation of each gas project. In this special historical period, China Gas did not have a single major safety liability accident, and the safety management work was unanimously praised and trusted by the leaders of the local government of the project company.

Under the leadership of the management, the employees of China Combustion quickly twisted into a rope. Since 2011, China Gas's staff turnover rate has been less than 8%, of which the loss of core personnel such as business backbones is less than 2%, far below the industry average.

Fan Jinsheng, vice president of China Gas, said: "In the past year and a half, China Gas has carried the weight forward in the face of doubts, the staff team has always maintained stability, everyone has strengthened their belief in the face of difficulties, and supported the development of the enterprise with practical actions. In a nutshell, we have done extraordinary things in an extraordinary period, in the face of extraordinary people, and achieved extraordinary results. I use sixteen words to summarize it as 'the line remains unchanged, the people's hearts are not scattered, the management is not chaotic, and the development is not slow'. Now, the company's operating indicators have been greatly improved. Facts speak louder than words, and this is also the best response to smear remarks and the best response to a small group of people with ulterior motives. ”

"When the Zhongxin incident broke out, I could only sleep for more than five hours a day, and the pressure on all sides was huge. In this case, I am often called in terror in the middle of the night. Now, the liu and huang cases have come out, the company has created the best performance in history, and everyone's efforts have finally paid off. The China Combustion incident put the entire group to the test, which laid the foundation for steady development in the future. Pang Yingxue, co-managing director of China Gas, was quite emotional.

The truth of the "China Burning 12.17 Incident" is gradually emerging

In mid-January 2011, Wang Fahui, a former executive of China Gas, who was accused by Xu Ying of reporting Liu and Huang, clarified to Xu Xiulan, the manager of China Gas and Liu Minghui's wife, "Xu Ying's statement is incorrect, and I have never reported Liu and Huang." Wang Fahui stressed, "Liu Minghui and Huang Yong are not enemies and contradictions with me, I am not a reporter, nor a whistleblower, just a witness." After that, Xu Xiulan began "negotiations" with Wang Fahui, Xu Chaoping, and Liu Zhihe.

On January 31, Liu Zhihe revealed in a conversation with Xu Xiulan that the "Zhonghuan 12.17 Incident" originated from the contradiction between Liu Minghui and Xu Ying and others, and said, "As far as I know, Xu Chaoping still has a lot of Liu Minghui's materials there, and he did not send them to it, indicating that people did not want to kill you... You should talk to (Xu) Chaoping, they are the parties. ”

Liu Zhihe proposed that Liu Minghui's shares must be given away, and Liu Minghui should be dismissed as a major shareholder from the company's board of directors who disobeyed Xu Ying. Otherwise, they would put Liu and Huang to death. Liu Zhihe also claimed that the directors who opposed Xu Ying on the board of directors did not want Liu Minghui to come out again, and these directors were all trying to seize Liu Minghui's power.

Unlike Liu Zhihe, Xu Chaoping showed sympathy for Liu, Huang and their families. Xu Chaoping said that he opposed Xu Ying and Liu Zhihe's approach from the beginning, but the "leadership" decided, and he had to passively implement it.

For the decisions of the board of directors of China Gas, Xu Chaoping was also surprised, "I originally thought that after the incident, the directors would go to Chairman Xu (Eagle)".

On March 23, Wang Fahui met with Xu Xiulan to further expose the truth of the incident. Wang Fahui revealed, "'Xu Ying said to take the company over!'" This is the first time that after Liu Minghui was arrested, Xu Ying publicly admitted to me that he wanted to seize control of Zhongxin, and he also said: "If you do not cooperate with me, you will commit perjury, and if you commit perjury, you will be sentenced to 7-8 years.""

Later, Wang Fahui pointed out more bluntly to China Gas executives and Liu Minghui's wife, "The Liu and Huang cases were planned by Xu Ying, and his purpose was to seize control of China Gas." In order to arrest Liu and Huang, Xu Ying instructed the relevant personnel to manipulate the evidence materials. Now that they have been deposed by Zhongyan, they must give Liu Minghui a whole crime, otherwise there will be no way to save face. ”

In May 2011, Xu Chaoping admitted to Mr. Liu's relatives that he had been involved in reporting mr. Liu. In this conversation, Xu Chaoping recalled his past friendship with Liu Minghui and Huang Yong, and expressed his willingness to help actively resolve the current contradictions. Regarding the reduction of Straits Finance's stake in China Gas, Xu Chaoping explained that the decision to reduce the stake in China Gas was based on "the leader's instructions" and the funds obtained from the reduction were given to the Hong Kong China Review News Agency. However, when Xu Chaoping learned of Xu Ying's statement to the board of directors of China Combustion that "Straits Finance's reduction of holdings has nothing to do with himself", he was very angry.

The Hong Kong China Review News Agency is a private company registered in Hong Kong, and Xu Ying serves as its chairman. Why can Straits Finance remit state-owned funds to a private news agency? The top management of China Combustion is deeply puzzled by this. But for whatever reason, China Combustion's top brass is more convinced of Xu Ying's alleged insider trading and securities fraud.

For nearly 11 months after the "China Gas 12.17 Incident", the management of China Gas has been confused about the true identity of the reporter, "China Gas and mainland project companies have never reported to the Chinese judicial authorities that their property has been encroached upon, and according to the directors' representatives of the company's strategic shareholders, they have not reported to the Chinese judicial organs any misappropriation of the company's property by Mr. Liu Minghui and Huang Yong." ”

On October 24, 2011, China Gas's wholly-owned subsidiary in the Mainland, China Gas Industry (Shenzhen) Co., Ltd., learned that the reporting materials that triggered the "China Gas 12.17 Incident" had actually been provided to the Shenzhen Municipal Public Security Organs by the company on October 28, 2010, and sent a letter to the judicial organs, saying that "in the past year, the board of directors of China Gas, the Shenzhen headquarters and the management of our company have not known anything about this situation!" ”

China Gas further suspected that some insiders of the company had embezzled the company's official seal without any authorization, and reported it to the public security organs under the guise of the company without any authorization, so they reported to the judicial organs for a thorough investigation.

Before Liu and Huang were reported, the company's official seal of China Combustion Industry was kept by Chen Xiaomi, the former financial director of the group. Chen Xiaomi is a relative of Liu Zhihe. Chen had left the company at the end of 2011. A manager at the Shenzhen headquarters said, "This further shows that Xu Ying and Liu Zhihe are suspected of reporting Liu Minghui and Huang Yong." ”

"For a long time, individuals have continued to arbitrage funds from companies under the guise of official banners, which is obviously in conflict with the governance structure of listed companies and the interests of shareholders. The company's leaders wanted to act according to the system, and as a result, they were framed. An executive of China Combustion expressed his views on the deep causes of the "China Combustion 12.17 incident".

Treat the demands of shareholders in accordance with rules and regulations

On April 26, 2011, the Extraordinary General Meeting of Shareholders of China Gas voted to remove Xu Ying from his board of directors. Around the time of the Extraordinary General Meeting, there was a fierce debate between Straits Financial and the board of directors and senior management of China Combustion.

On April 12 and 19, 2011, Straits Financial issued a public statement to all shareholders of China Gas and the financial regulator of Hong Kong in the Hong Kong media. In a statement, Straits Finance questioned the decision of the board of directors of China Combustion to remove Xu Ying and others from their posts, denied that Xu Ying and others did not report the "Liu and Huang cases", and accused Liu Minghui, Huang Yong and the new director Pang Yingxue of infringing on the interests of the company.

On April 27, Straits Finance issued a statement on the voting results of China Gas's extraordinary shareholders' meeting, accusing CF OFC of removing Xu Ying and others as an attempt to cover up the "crimes" of Liu Minghui and Huang Yong, attacking CF's foreign shareholders, and claiming that China Gas's shareholder structure and board structure had violated national security.

For the repeated statements of Straits Finance, China Gas has also issued clarifications and announcements, reiterating its position, saying that the removal of Xu Ying and others is in the best interests of shareholders, and does not violate the industrial policies of the Chinese mainland, which will not affect the normal operation of the company; the board of directors will continue to maintain good relations between shareholders and continuously improve the level of control within the enterprise.

"Why did Straits Finance so rightly claim Liu and Huang's 'crimes' before the judicial organs had reached any conclusion?" China Combustion employees felt that Straits Finance's statement was very strange.

From May to October 2011, Straits Finance reduced its stake in China Gas several times, from 200 million shares to 108.5 million shares, and the proportion of shares decreased to 2.47%.

"Is it contradictory that Straits Finance accused CFA's foreign shareholders of 'squeezing out' state-owned assets while constantly reducing its holdings in CFA's shares in a public statement? Has Straits Finance's continuous reduction of holdings been approved by its superior leading authority? Where did the huge amount of money from the reduction go? Executive Director Zhu Weiwei questioned this.

Since April 2011, some people have been advertising in the Hong Kong media under the name of "a large number of minority shareholders of China Gas". These advertisements discussed a large number of details of the "China Combustion 12.17 Incident", repeatedly emphasized the crimes of Liu and Huang, and followed the views of Straits Finance on issues such as "the dismissal of Xu Ying and others", "China Gas suspected of violating national security", and "China Gas's new directors suspected of related party transactions". In conjunction with these announcements, some people, in the name of the "China Gas Minority Shareholders Alliance", have organized petitions against China Gas several times in the domiciles of the Central Liaison Office, the Hong Kong government and the Hong Kong Stock Exchange.

"Although the positions of Straits Finance and 'a small group of shareholders' are often opposed to those of the board, the company's board of directors has formed a special investigation team in response to their multiple allegations. While actively conducting internal audits, we are more careful to cooperate with independent third parties appointed by regulators to conduct comprehensive investigations. Judging from the results of the audit, there is no conclusive evidence to support their allegations. Mao Erwan, an independent director, said, "According to the rules and regulations of listed companies, we can seriously treat the demands of every shareholder in order to effectively defend the legitimate rights and interests of the majority of shareholders." ”

In the course of the investigation, the independent directors of China Gas also found that some of the allegations of "a large number of minority shareholders" have a tendency to deliberately smear the company out of thin air, and their actions are actually endangering the rights and interests of the majority of shareholders of China Gas (for example, "a large number of minority shareholders" publicly request the suspension of trading in China Gas). In this regard, some insiders of the company demanded that the so-called "small shareholders" should be held accountable by legal means, because their practices have publicly damaged the reputation of China Gas.

Reflection and inspiration

With the end of the "China Combustion 12.17 Incident", China Gas's stock price quickly rose to a price of HK$4.3 per share, hitting a new high in nearly 20 months. At this point, China Combustion's stock price has returned to the level of October 2010.

Ms. Huang Qianru, Chairman of the Board of Directors of China Gas, said: "The group shock caused by various reasons has become a thing of the past. In the future, when We look back at yesterday's page, we will find that it is just a small episode in the magnificent century-long journey of Zhongran. ”

The history of China Gas has turned a new page, and this case of growing up in adversity has left room for many policymakers and researchers to think deeply.

"The 'China Combustion 12.17 Incident' reflects the deep contradictions that have existed in the middle and long term of China's economic transformation and reflects the severe challenges faced by China's private enterprises in the development process." In order for an enterprise to flourish for a long time, it is necessary to carry out corporate governance in accordance with the international normative system. However, the real dilemma often forces the company itself to succumb to the 'unspoken rules' of society. Obviously, there will be all sorts of contradictions and conflicts between the two options. Feng Zhuozhi, director of China Gas, reflected, "Only by adhering to the company's rules and regulations to deal with various contradictions and problems, can the company continue to overcome external and internal challenges and achieve sustainable development." ”

"I think that China's gas can grow in adversity, which is a combination of many factors. Our board structure, management model, employment mechanism, corporate culture have played a vital role in the whole process, which we have groped out little by little in the process of enterprise development, which is suitable for the development of the company and is accepted by all employees. Fan Jinsheng, vice president of China Gas, said, "China Gas's shareholding structure includes state-owned, foreign- and private-owned assets, which fully realizes capital optimization and complementarity." Over the years, in order to establish a corporate governance structure that meets the requirements of modern enterprise management, founder Liu Minghui has always insisted that the company cannot take the road of family. For example, the board of directors of China Combustion currently consists of 12 directors, and foreigners account for one-third. Facts have proved that it is the international board structure that ensures the checks and balances between strategic shareholders and the leadership and supervision functions of the board of directors at the critical moment, ensures the authority and stability of the company's fundamental system, and also ensures the orderly development and promotion of various business activities of the enterprise. ”

Feng Lun, chairman of Wantong Group, once summed up in the article "How Do We "Private Enterprises" Today": "In the past, once the owner of a private enterprise had an accident, the company immediately fell apart and disappeared, and people have become accustomed to this ending, just like the plane fell, at the moment when it fell, the plane was destroyed and killed." ...... In addition to the government's progress in property protection, we have also seen the deep reasons for enterprises themselves, which is also related to the governance structure. Most of the companies that are 'machine destroyed' belong to private companies, with extremely strong personal colors, very serious family tendencies, insufficient transparency of the company, incomplete governance, no independent and effective board of directors, no reasonable separation of powers between the general manager and the board of directors, and no reasonable internal control and effective external supervision. Most of the enterprises that survive under the 'separation of man and machine' model are listed companies, especially in Hong Kong or overseas...".

Ren Zhengfei once wrote in "Huawei's Winter": "Without setbacks, you don't know how to go down the right path." Tribulation is an asset, and we have not gone through it, which is our greatest weakness. "This experience of China Gas in the tribulation may have accumulated a valuable wealth for China's private enterprises." (Source: Sina News, Gas Information Center, Gas Company Think Tank)

[Cangzhou characters] Zhongyan "12.17 Incident": Liu Minghui was "framed" out

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