“We’re doing it on both sides in sync, preparing materials.” On the afternoon of August 6, Yanchang chemical construction related personage told reporters of the 21st century economic report.
the “two sides” mentioned by the above-mentioned Yanchang chemical construction related persons refers to that Liu Chunquan, the shareholder of Yanchang Chemical Construction Co., Ltd., filed a lawsuit with the court to cancel the relevant resolutions of the first extraordinary general meeting of shareholders in 2020, and the proposal passed by the shareholders’ meeting of Yanchang Chemical Construction Co., Ltd. to absorb and merge Shaanxi construction shares and raise matching funds has been accepted by the CSRC and asked for feedback.
the problem is that if the court supports Liu Chunquan’s proposal to cancel the above-mentioned resolution of the general meeting of shareholders, the material assets reorganization which has been accepted by the CSRC will be terminated; if the lawsuit falls into a marathon, the material assets reorganization may also be put on hold.
according to the announcement, the shareholders’ meeting of Yanchang Chemical Construction Co., Ltd. held on June 22, this year deliberated and voted on the proposal of major asset restructuring by stock exchange, absorption and merger of Shaanxi Construction Co., Ltd. and raising supporting funds. The CSRC issued the administrative license application acceptance form on July 14.
subsequently, Yanchang Chemical Construction Co., Ltd. received the summons, civil complaint and other litigation documents sent by Yangling District Court of Xianyang City, Shaanxi Province on July 28. The shareholder Liu Chunquan filed a lawsuit on the basis of the company’s resolution dispute, claiming that the convening procedure and voting method of the general meeting of shareholders violated laws, regulations and the articles of association, and the relevant resolutions should be revoked according to law.
Yanchang Chemical Industry Construction Co., Ltd. did not disclose the content of the complaint in detail. The reporter of the 21st century economic report learned from many aspects that its civil complaint mainly contains four reasons.
according to the plaintiff’s client who personally attended the June 22 shareholders’ meeting of Yanchang Chemical Construction Co., Ltd., firstly, a total of 47 natural person shareholders entrusted the general manager of Yanchang Chemical Construction Co., Ltd. to attend the general meeting of shareholders, but Kang Yulin did not perform the notarization authorization in accordance with the requirements of the articles of association of Yanchang chemical construction, the rules of procedure for the general meeting of shareholders of Yanchang chemical construction and the notice of the meeting The procedure also failed to obtain the valid ID card and stock account card of the natural person shareholder.
therefore, the plaintiff believes that Kang Yulin does not have the legal qualification to represent the 47 natural person shareholders to attend the general meeting of shareholders, and the voting of the 47 natural person shareholders mentioned above is included in the scope of vote counting in this shareholders’ meeting, which violates the above-mentioned provisions.
secondly, the relevant regulatory provisions of the CSRC, the articles of association of Yanchang chemical industry construction and the rules of procedure of the general meeting of shareholders of Yanchang Chemical Construction Co., Ltd. stipulate that when the general meeting of shareholders votes on the proposal, the lawyer, the shareholder representative and the supervisor representative shall be jointly responsible for counting and supervising the votes. However, the accounting votes of the shareholder university are gong cunbo, the supervisor of Yanchang chemical construction and Li Jingchao, lawyer of Shaanxi Xigema law firm Yang Junjie, the supervisor of Yanchang Chemical Construction Co., Ltd., did not participate in the counting and supervision of votes.
Thirdly, the relevant regulatory provisions of the CSRC and the extension of the articles of association of the chemical construction company require that the end time of the shareholders’ meeting shall not be earlier than that of the Internet or other means. The chairman of the meeting shall announce the voting situation and result of each proposal, and announce whether the proposal is passed according to the voting result.
However, according to the original report, the on-site meeting of the shareholders’ meeting of Yanchang Chemical Construction Co., Ltd. ended before 11:30 a.m., far earlier than 15:00 p.m. when the online voting ended. At the same time, the host of the on-site meeting did not announce the voting situation and result of each proposal on the spot, and announced whether the proposal was passed according to the voting result.
fourthly, according to the annual report of Yanchang chemical construction in 2019, the state owned assets supervision and Administration Commission of Shaanxi Province transferred the 4.266 billion shares held by Yanchang Petroleum Group, accounting for 29% of Yanchang chemical construction, to Shaanxi Construction Engineering holding group for free, and completed the equity transfer registration procedures on November 26, 2019.
the plaintiff hereby holds that, according to the relevant provisions of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association of Yanchang Chemical Industry Construction Co., Ltd., and the principle that substance is more important than form, Yanchang Petroleum Group should avoid voting on the relevant motions of the general meeting of shareholders, but Yanchang Petroleum Group still participated in the voting of the general meeting of shareholders.
for the plaintiff’s claim, the relevant person of Yanchang chemical construction told the reporter of 21st century economic news on the afternoon of August 6 that the company was preparing the defense materials and would provide the reply within 15 days as required by the court.
according to the notice of feedback on the first examination of administrative licensing projects received by Yanchang chemical industry construction on July 31, some contents are consistent with the plaintiff’s claim.
if the CSRC clearly put forward in the feedback notice: whether the extension of this transaction should be avoided by the oil group as a related party, whether the relevant review procedures are in compliance with the requirements, whether there are any shareholders’ objection, litigation and the impact on the transaction.
in this regard, Liu Chunquan said that at the June 22 shareholders’ meeting of Yanchang Chemical Industry Construction Co., Ltd., about 450 million valid shares participated in the voting, and two state-owned enterprises affiliated to Shaanxi SASAC participated in the voting and voted for it. However, the voting results showed that about 306 million shares voted for and about 142 million shares voted against, with only more than A weak vote of 1.58% was barely passed, of which 80% of non-state-owned social circulation shares voted against it.
the reporter of 21st century economic news also inquired that Chang’an Huitong Co., Ltd., affiliated to the state owned assets supervision and Administration Commission of Shaanxi Province, abruptly increased its holding of 36.2 million shares of Yanchang Huajian in the second quarter of this year, and voted for it at the above-mentioned shareholders’ meeting.
according to the announcement, the notice of feedback from the CSRC listed a total of 42 problems, among which it pointed out that the asset-based method was adopted in this transaction and there was no performance commitment, whether it was conducive to protecting the rights and interests of small and medium-sized investors.
in this regard, Liu Chunquan believes that the main source of revenue of Shaanxi Construction Co., Ltd. is engineering construction, which belongs to the engineering service industry. Yanchang chemical construction should merge and acquire the future engineering orders, engineering revenue and profits of Shaanxi construction company, rather than the current real estate, equipment and machinery. But in the end, the valuation is not carried out according to the income method, but according to the asset-based method. The evaluation method and conclusion are contrary to the purpose of this transaction.
“the purpose of not using the income method is to avoid the performance commitment of the injected assets. Without the performance commitment, the small and medium-sized shareholders can not judge the future profitability of the injected assets.” Liu Chunquan pointed out.
as a matter of fact, Yanchang Chemical Construction Co., Ltd. plans to exchange 8.519 billion yuan for shares to absorb and merge Shaanxi Construction Co., Ltd. and raise 2.13 billion yuan of supporting funds. At the meeting of the board of directors on June 5, the two Directors voted against and abstained from voting on a number of motions.
Liu Chunquan believes that according to the trading plan of Yanchang Chemical Construction Co., Ltd., the asset liability ratio of the listed company will rise from 64.81% to 88.15% after the completion of the transaction, and the company’s solvency will be seriously reduced; at the same time, the sales net interest rate will drop from 3.67% to 1.52%, and the profitability of listed companies will be significantly weakened.
Liu Chunquan said that Yanchang Huajian’s 3.84 yuan / share offering price, which was determined by 10% discount of 4.26 yuan / share, was seriously inverted. Whether from the perspective of asset quality or from the perspective of Industry P / E ratio, the restructuring should be to reduce the number of additional shares and increase the issuance price, which is the real protection of all shareholders of the listed company, especially the interests of small and medium-sized shareholders.
as a result, Yanchang chemical construction disclosed on July 9 that Liu Chunquan planned to reduce the total holding of 13423600 shares not exceeding 1.46% of the total share capital by means of centralized bidding or block trading within 15 trading days from the date of announcement disclosure. The reason for the reduction is “I think the investment value of listed companies has decreased”.
“the company has not received the notice on the progress of Liu Chunquan’s shareholding reduction.” On the afternoon of August 6, relevant personnel of Yanchang Chemical Construction Co., Ltd. told the reporter of 21st century economic report that “the reply opinions of the CSRC will be submitted and announced within 30 working days after receiving the notice.”
Liu Chunquan said in an interview with the 21st century economic news that the securitization rate of state-owned assets in Shaanxi Province is relatively low, and there is a big gap between the marketization awareness of state-owned enterprise reform and coastal provinces, and it also has a good cooperative relationship with Yanchang Petroleum Group for 10 years. We should vigorously support the asset restructuring, but we also hope that Shaanxi construction engineering will be on the basis of legality, compliance and reasonableness Properly handle the interests of all parties. How much fart is normal? How much harm does suffocating fart do to human body? How dare you hold your breath after watching it