Financial Associated Press (Shenzhen, reporter Fu Jing) news, the vigorous Jiaying Pharmaceutical (002198. SZ) equity dispute has entered a white-hot stage, and shareholder Dalian Dongtao Investment Co., Ltd. (hereinafter referred to as Dalian Dongtao) has also joined in, sending a letter to request the removal of Xu Shengli and Xiao Yinan from the positions of shareholder Shenzhen Tiger Hui Asset Management Co., Ltd. (hereinafter referred to as Tiger Hui).
According to the announcement of Jiaying Pharmaceutical on the evening of November 1, Dalian Dongtao held 15.99 million shares of the company as of the close of trading on October 29, accounting for 3.15% of the total share capital. As a shareholder holding more than 3% of the company's shares, dalian Dongtao's "Provisional Proposal on The Removal of Mr. Xu Shengli from the Position of Non-independent Director of the Sixth Board of Directors" and the "Provisional Proposal on the Removal of Mr. Xiao Yinan from the Position of Independent Director of the Sixth Board of Directors" will be considered at the Fifth Extraordinary General Meeting of Shareholders in 2021 on November 16.
At present, if the two are removed from their positions, the other party, Guangdong New South Medical Investment and Development Co., Ltd. (hereinafter referred to as New South), seems to be ushering in an "overwhelming" victory. Some analysts told the Financial Associated Press reporter, "If (Tiger Hui) does not have an advantage in the board seat, then it is at a disadvantage in the relevant resolution matters." You can look at the proportion of shareholders who have appointed directors of Tiger Hui (vice chairmen Feng Biao and Xu Shengli), if the number of shares they share is large, the above-mentioned recall resolution may not be passed, and a proposal for the removal of the other party's directors can be initiated. ”
In response to the proposal to remove Xu Shengli from the post of director, Dalian Dongtao put forward two reasons, one is that Xu Shengli is currently a full-time lawyer at Guangdong Corde Law Firm, and the full-time lawyer who served as a director of the enterprise during his practice period is an illegal part-time job; second, on September 30, Xu Shengli took advantage of the position of secretary of the board of directors to trust the company without the consent of the majority of the directors of the board of directors and the approval of the chairman of the board, which did not consider the interests of the company at all.
Regarding the first reason mentioned above, Lawyer Zhou Mei, a partner at Beijing Anli (Shenzhen) Law Firm, told reporters, "After the Ministry of Justice issued a notice of special clean-up activities last year, local judicial administrative organs and lawyers associations required law firms to conduct self-examination and rectification of lawyers' illegal part-time employment, including corporate legal persons, directors (excluding external independent directors), supervisors (excluding external independent supervisors), executives or employees during their practice. Xu Shengli's part-time appointment as a non-independent director violated the relevant requirements, and it is unknown why it was not cleaned up in the special rectification. If he or she continues to serve as a director, he or she shall be deregistered from his or her full-time lawyer's license. ”
At the same time, the reporter noted that it is precisely for the above second reason that Xu Shengli was dismissed from his position as secretary of the board of directors. Although Xu Shengli's side of Tiger Hui clearly put forward its objections in its reply to the exchange's letter of concern, a person from the company's securities department told reporters, "The secretary of the board of directors, Xu Shengli, has been dismissed, and the work of the letter is entrusted to director Huang Xiaoliang." Earlier, an executive of a listed company told reporters on this matter that Xu Shengli had no mistakes in the letter phi procedure, but the content of the reply letter should disclose the opinions of the majority of directors and list the opinions of a small number of directors.
As for why he proposed to remove Xiao Yinan from his position as independent director, Dalian Dongtao gave two reasons. First, Xiao Yinan has been in Hainan Coconut Island (600238. SH) serves as an independent director, and Hainan Coconut Island is another listed company actually controlled by Feng Biao, and there is a close connection between the two; second, Xiao Yinan has recently publicly made a number of remarks in the position of Tiger Hui, and made very inflammatory remarks in the opinions of the independent directors of listed companies, which has brought serious negative impacts to the company.
The reporter combed and found that The Oriental Junsheng controlled by Feng Biao is the largest shareholder of Hainan Coconut Island, Feng Biao is the actual controller of Hainan Coconut Island, and Xiao Yinan is indeed one of the four independent directors of Hainan Coconut Island. However, it is worth noting that Feng Biao previously exposed the problem of xu chi, the independent director of the New Southern faction, who also had the problem of not being independent.
Whether Xu Shengli and Xiao Yinan will be removed from their positions will be revealed on November 16, but it is certain that the dispute over jiaying pharmaceutical shares is pending.
This article originated from the Financial Associated Press