Baoneng was caught in a civil war: from the board of directors of the South Glass to the shareholders' meeting!The supervision has been involved.

After five and a half years, Baoneng and Nanyang once again attracted the attention of market and supervision in the attitude of fighting.

However, it is different from the past. In the second half of 2016, the main member of Baoneng was extremely strong after becoming the largest shareholder. The management team of the South Glorid at that time was collectively resigned. "Bao Wan's dispute" is inferior. Nowadays, the situation is very different. Baoneng is in a crisis of liquidity. Qianhai Life Management has inverted, and South Glass has become the main position for Baoneng to compete with Qianhai Life.

In the two disputes around Baoneng's past two games, Chen Lin is a key figure. She is currently the chairman of Qianhai Life and Chairman of South China. Bao Neng did not hesitate to launch a dismissal, and wanted to relieve Chen Lin and others in his position in Qianhai Life. As a result, Yao Zhenhua was supervised and interviewed, and he was asked to immediately correct improper behavior. For more content, please poke "Just now, the China Banking Regulatory Commission interviewed Yao Zhenhua and immediately corrected improper behavior! "

On August 3, the Nan Glori will hold an interim shareholders meeting to review the dismissal and election related motion. At that time, Qianhai Life is the key to voting in accordance with the shareholders Baoneng, or the wishes of management, which is the key to this battle.

Baoneng touched the wall one after another

Now, the Board of Directors of the South Bollag passed the proposal of convertible bonds and the new high -pure crystal silicon project in Qinghai on June 22, which is the starting point of this dispute, and it is also the direct reason for Bao Neng and Qianhai Life. However, Cheng Xibao, who represented Bao Neng's seat in the board of directors of the South Glass, also voted for the board of directors, which shows that Baoneng's opinions at this time are still consistent with Qianhai Life.

According to the plan, the total amount of funds raised by the South Political A shares of A shares can be raised by the company's bonds, which is not more than 2.8 billion yuan, of which 2 billion yuan is invested to an annual output of 50,000 tons of high -pure crystal silicon projects. The project is the new high -pure crystal silicon project in Qinghai, with a total investment of about 4.5 billion yuan and a construction period of 20 months. Nandu believes that the existing high -pure crystal silicon production can no longer meet the demand for the amount of new optical installation machines. To use the opportunity of industry development, this project is of great strategic significance for the development of the South Bolk New Energy Industry.

On June 28 and July 2nd, the directors of South China Glass Zhang Jintun and the secretary Yang Xinyu resigned. At that time, the two inconspicuous announcements were very related to the dispute. Later, the wind and clouds changed. Under the leadership of Baoneng, Qianhai Life Life held a temporary shareholders meeting and a temporary meeting of the board of directors on July 8th and July 10th to dismiss Shen Chengfang's Director and General Manager of Hai Life Insurance. The authorized party participated in the South Glass shareholders' meeting and asked to vote against the above -mentioned convertible bonds.

In just half a month, Baoneng's attitude towards the South Glass convertible bond plan and the Qinghai high -pure crystal silicon project reversed, and even fired for many years. Qianhai Life has caused regulatory concern. The CBRC issued the "Supervision Opinions" on July 15 to interview Yao Zhenhua, the actual controller, requested immediately to correct improper behaviors. It is strictly forbid shareholders to interfere with the company's operation and effectively maintain the company's situation. The "Regulatory Opinions" shows that Qianhai Life Insurance did not know the above -mentioned removal meeting. The meeting did not notify the regulatory agency in advance in accordance with the company's articles of association and regulatory requirements, and did not notify the regulatory agency in advance.

In other words, Baoneng's dismissal in Qianhai Life Insurance was too impatient and did not achieve the expected results. It also issued another announcement on the official website to resolutely implement the supervision opinions and requirements, comprehensively improve the governance of Qianhai Life Insurance, and promote Qianhai Life Insurance High School Quality development.

Baoneng adopted the above -mentioned removal operation because at the level of the board of directors of the South Glorid to prevent the promotion of convertible bonds and the Qinghai high -pure crystal silicon project, Wang Jian (CEO), Cheng Xibao, Yao Zhuang and three directors had Email requests to discuss the above proposal and cancel the temporary shareholders' meeting. Therefore, Baoneng wanted to remove Chen Lin and Shen Chengfang in Qianhai Life, and then controlled the opposition votes as the largest shareholder of Qianhai Life, which made the relevant bill unable to pass.

Baoneng's idea has fallen again, and the current management of the South Glorid, represented by Chen Lin, has made full use of the "Company Articles of Association" and corporate governance rules to complete the block.

On July 11, Li Jianlong held a notification letter to hold the five shareholders of the former Hai Life Insurance (Ji Shenghua, Shenyue Holdings, etc.), and asked the former Hai Life Insurance to vote as a representative of Hai Life Insurance, and opposed all the bills and sub -bills. Essence In the Announcement of the South Glorian announcement, after witnessing a lawyer's verification, Qianhai Life Insurance did not authorize Li Jianlong. The direct shareholders of Qianhai Life Insurance did not belong to the shareholders or agents registered by the company's equity registration date, and did not have the qualifications for participating in the shareholders' meeting. It crossed Qianhai Life and directly authorized representatives to attend the shareholders' meeting, and did not meet relevant laws and regulations and the Articles of Association.

The final result of the shareholders' meeting was that all related proposals of convertible bonds were obtained. From the analysis of the voting data, Qianhai Life Insurance voted for the votes, and the Zhongshan Runtian (Baoneng Department), which was unanimously acting, voted against the vote. It was also at this shareholders' meeting that Baoneng and Qianhai Life began a positive PK and lost this game.

Fierce battle board

Cheng Xibao, a senior vice president of Baoneng and director of Nanyu, mentioned repeatedly when replying to the exchange letter: this time the convertible bond authorization is too much, including all authorized chairman or chairman of all authorized chairman or chairman of the issuance of pricing, interest rates, scale, etc. Specifying individuals, the above are inappropriate.

This chairman is Chen Lin. In 2016, it was Chen Lin, who was stationed in the South Boli, and she was also confronted with the South Gopa management team that year. At that time, Chen Lin was a pair of Bao Neng's words in the South Glass and trapped for Bao Neng. Today, from the perspective of Baoneng's actions, Chen Lin has lost Yao Zhenhua's trust. From the action of Qianhai Life Insurance, Yao Zhenhua also lost his control of Chen Lin. At present, the reason why Qianhai Life is able to take advantage of the situation in the situation is related to the queue of director Zhang Jintun. On June 28, Zhang Jintun submitted a written resignation report and wrote "now because of personal reasons, voluntarily requested to resign from the director of the director", and the South Glass announced on the afternoon of June 29. However, Cheng Xibao revealed more complicated situations. Zhang Junshun herself made a written request to the director Yang Xinyu before the announcement. The misleading application was submitted to the resignation, and the next day was withdrawn, and the next day was withdrawn, confirming that he would continue to perform the director of the South Glass.

Zhang Jintun believes that the withdrawal report of resignation is enough to change the legal consequences of resignation. Nanyang stated that according to the company's articles of association, the resignation report of the former director Zhang Jinsun took effect when serving the board of directors, and the revocation of the resignation report did not change the legal consequences of pre -resignation. Securities Times · E Company reporter consulted a lawyer familiar with the rules of the company's governance, and he believed that the approach of South Glori complied with relevant laws and regulations.

Cheng Xibao also revealed that Yang Xinyu himself has always objected to the release of Zhang Jintun's resignation announcement. Chen Lin once asked to hold a temporary board on July 1 to adjust the post of directors. Later, she was canceled on July 2nd. On the same day, Yang Xinyu submitted his resignation report himself.

This scene seemed to have known each other. There were similar dramas in the dispute in November 2016. Ding Jiu Ru, then the then director of the South Glass, resigned with many executives. Later, he thought that he also resigned is not conducive to the operation of the board of directors. Ding Jiu was stopped by Chen Lin, and finally issued his own resignation announcement. It can also be seen that Chen Lin is very important to grasp the secretary of the letter channel. Yang Xinyu is unwilling to disclose the consequences of Zhang Jintun's resignation announcement.

Securities Times · E company reporters tried to contact Zhang Jintun and Yang Xinyu. The former had no answer to the mobile phone number, and the latter could not connect.

After Zhang Jintun resigned, there were 8 members of the board of directors of the South Glass. From the recent voting situation, Qianhai Life and Baoneng were in place. Chen Lin, Cheng Jinggang and two independent directors (Zhu Qianyu, Xu Nianxing) stood in Qianhai Life Insurance. On the other side, Cheng Xibao, Wang Jian, Yao Zhuanghe, and Director Zhu Guilong voted for Baoneng.

Such a board structure cannot successfully reach its own demand under the opposition. Chen Lin obviously knew this. On July 12, Qianhai Life submitted a temporary shareholder meeting to the board of directors of the South Glass to review and dismiss Wang Jian's board of directors and the election of Shen Chengfang as the director. 4 votes oppose failure. In this result, Qianhai Life Insurance immediately turned to the South China Board Supervisory Committee with the same proposal. Three members of the South China Board Supervisory Committee, two from Qianhai Life, and one of the staff supervisors. On the day of the South Glorid Supervisory Committee, an emergency meeting was held. The full vote passed the proposal.

Qianhai Life Insurance proposed to dismiss Wang Jian's directors' positions is that he failed to diligently responsibilities to safeguard the interests of listed companies, interfere with the normal operation of the board of directors, lack the long -term planning of the company's development strategy, and no longer have corresponding performance capabilities. Wang Jian was very dissatisfied with this, and responded that Qianhai Life Insurance had been re -appointed in favor of his re -element in the previous two boards. At present, he suddenly believes that he does not have contradictions and logic in conflict and logic. Wang Jian also said that he was 101 times during his tenure as a director, and he voted for the first 100 times. There are no behaviors that interfere with the normal operation of the board of directors.

Where is the follow -up?

Qianhai Life PK Baoneng, which can win at a shareholders meeting 10 days later, is the key to this battle. At that time, Qianhai Life's voting rights can decide the results of the voting. At present, Nanyang has no controlling shareholder and no actual controller. The first shareholder is Qianhai Life, with a shareholding of 21.41%.

The key to Baoneng is whether it can restore the actual control of Qianhai Life by August 3. After the announcement of the "Regulatory Opinions" of the CBRC on July 15, Baoneng's official website also quickly issued an announcement of Ji Shenghua. Improve the governance of Qianhai Life Corporation and promote the high -quality development of Qianhai Life. Baoneng first needs to be legally and compliant with the rights of shareholders in Qianhai Life, and then can then influence the voting results of the South Glass's shareholders' meeting through Qianhai Life.

Chen Lin needs to ensure that Qianhai Life can still vote in accordance with the intention of the proposal on August 3. If so, Shen Chengfang has a probability that he can enter the board of directors of the South Glass and may successfully dismiss Wang Jian. After this disappearance, the Chen Lin camp will obtain the right to speak from the Board of Directors of the South Glass with the advantage of "5: 3".

A major variable is that Baoneng is planning to transfer the controlling stake in Qianhai Life. "Caixin" reported on July 15 that many channels confirmed that Qianhai Life's equity held by Ji Shenghua may be recently transferred to Science City (Guangzhou) Investment Group Co., Ltd. (hereinafter referred to as "Guangzhou Science City Group") The two parties have signed a framework agreement. Securities Times · E Company learned that Guangzhou Science City Group and Ji Shenghua did have contact before, but it is unknown whether it can be reached in the end. At present, the liquidity crisis that Baoneng is encountering has weakened its control over the listed company in the map.

Nanyang recently received the "Notification Letter" of Chongqing Yiyu Financial Leasing Co., Ltd. (hereinafter referred to as "Chongqing Yiyu"). Zhongshan Runtian held 67.65 million shares of Nanyang A had been ruled by the court to deal with prices. Zhongshan Runtian Baoneng's company, this part will be passively reduced to 2.2%of the total share capital of South China. In addition, Baoneng Department will also have the dispute between controlling control. Under its passive reduction, the second shareholder and Dinghui Department actively increase their holdings, and the shareholding gap is narrowing. The largest shareholder is being auctioned by judicial. The A -share landscape of Baoneng's heyday is suffering from a separation crisis.

The Shenzhen Securities Regulatory Bureau issued the "Regulatory Opinion Letter" on July 15, which proposed the regulatory requirements for the South Glass: the company should strictly regulate the operation, and it is strictly forbidden to invade the company's interests in any form and any means. Fangfeng intervenes in the company's normal decision -making procedures, and it is strictly forbidden to intervene in internal management of the company's normal financial accounting activities such as the company and its affiliates; the company's shareholders and directors should strengthen effective communication, such as differences in major issues such as the company's important personnel arrangements and strategic development. In order to resolve it within the framework of laws and regulations, to effectively maintain the company's safe and stable operation.

The Shenzhen Securities Regulatory Bureau also stated that it will continue to focus on the relevant matters of the South Glass, perform regulatory duties in accordance with the law, and take on -site inspections, attend the company's shareholders' meeting and board of directors, and will be dealt with seriously in accordance with laws and regulations. Nan Bolu stated that the company will actively implement it in accordance with the requirements of the Shenzhen Securities Regulatory Bureau, strictly standardize operations, effectively protect the company's funds and asset security, effectively maintain the company's security and stable operation, safeguard the interests of listed companies and all shareholders, and timely fulfill the obligation of information disclosure.

Responsible editor: Wang Shidan | Audit: Li Zhen | Director: Wan Junwei

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