During the critical period of the company's impact on "getting the stars and taking off their hats", *ST Changfang (SZ300301, stock price of 1.65 yuan, market value of 1.304 billion yuan, hereinafter referred to as Changfang Group) may be involved in a "infighting" storm.
On June 28, the company received a letter of concern from the Shenzhen Stock Exchange.On the evening of June 26, the company issued an announcement saying that it had decided to remove Li Dichu, executive director and supervisor Chen Jing, of the holding subsidiary Changfang Group Kang Mingsheng (Shenzhen) Technology Co., Ltd. (hereinafter referred to as Kang Mingsheng), but this decision was rejected by the company. Director Liang Dicheng and independent director Wang Shouqun objected.Also on the evening of June 26, the company announced that the board meeting decided to appoint Wu Taoxiang as the company's general manager. This motion was also opposed by Liang Dicheng and Wang Shouqun.
Regarding the above-mentioned incident, the Shenzhen Stock Exchange required Changfang Group to comprehensively verify the relationship between the company's board members and Li Dichu and Chen Jing, and explain whether there are any undisclosed agreements or interest arrangements that should be disclosed.
Internal control issues lead to "wearing a star and wearing a hat"
For Changfang Group, Kang Mingsheng, a holding subsidiary, has been "not very obedient" recently.
In April this year, because Kang Mingsheng suddenly discovered an unaccounted sales rebate of 168 million yuan, and the authenticity of this sales rebate was not confirmed by Dahua Certified Public Accountants, Changfang Group's 2021 financial report was issued "Unable to express Opinion" of the audit report.Affected by this, the company's stock was "*ST".
It is understood that Changfang Group and Kang Mingsheng "made a bond" in 2015. In that year, Changfang Group purchased 60% of Kang Mingsheng's shares held by 29 natural persons including Li Dichu and Li Yinghong in cash and non-public issuance of shares. The equity price is 528 million yuan.With the subsequent increase in holdings, as of the end of 2021, Changfang Group's shareholding in Kang Mingsheng will be 99.96%.
Changfang Group's main business is LED lighting, while Kang Mingsheng has focused on off-grid lighting business since its establishment and extended to develop smart lighting and energy storage business.In 2021, Kang Mingsheng will achieve a revenue of 760 million yuan, accounting for more than 47% of the total revenue of Changfang Group.
In the 2021 financial report, Dahua Certified Public Accountants stated: "Changfang Group's management of subsidiaries and Kang Mingsheng's inventory management, sales and collection management, and information system management have major deficiencies."
Changfang Group also admitted that in 2021, due to the insufficient control of the company's subsidiary Kang Mingsheng, it will continue to strengthen the management and control of branches and subsidiaries in the future, and the company has the risk of insufficient control of Kang Mingsheng.
Can you regain control of Kang Mingsheng?
On June 26, Changfang Group held the 24th meeting of the 4th board of directors. The content of a proposal further exposed the contradiction between the company and Kang Mingsheng to the public.
Changfang Group stated in the "Proposal on Removing Executive Directors and Supervisors of Controlled Subsidiaries and Appointing New Executive Directors and Supervisors" that the company's management has repeatedly discussed with Kang Mingsheng Executive Director Li Dichu and his management team on strengthening the management and control of Kang Mingsheng. Negotiations, Li Dichu "has not yet handed over the control of Kang Mingsheng to the company".
Changfang Group also stated that Kang Mingsheng has major defects in inventory management, sales and collection, and information system management, and suddenly proposed a large rebate before the company's 2021 annual report was disclosed. The above matters caused the company's stock trading to be delisted. Risk warning.
Regardless of whether the proposal of large rebates is "intentional" or "unintentional", in the mouth of Changfang Group, Kang Mingsheng is a "thorn" general existence.Changfang Group said: "Subsequently, Li Dichu did not cooperate with the work of the company's investigation committee and refused to implement the shareholders' resolution on dividends. Executive director Li Dichu and supervisor Chen Jing also refused to implement the company's request to hold a Kang Mingsheng shareholders' meeting."
For the above reasons, Changfang Group decided to remove Li Dichu from the positions of executive director and Chen Jing as supervisor, and appointed Yu Xiaoling, an employee of the company, as the executive director of Kang Mingsheng, and Zhong Zheng as the supervisor of Kang Mingsheng.In the end, the motion was passed with 5 votes in favor and 2 against.
Those who voted against it were director Liang Dicheng and independent director Wang Shouqun.In Liang Dicheng's eyes, Wang Min, chairman of Changfang Group, not only concealed the fact that he was involved in related party transactions and was a stakeholder in the proposal, but did not evade voting, let alone Li Dichu's act of guaranteeing his control.
Liang Dicheng believes that the exclusion of Li Dichu, the founder of Kang Mingsheng, who has made great contributions to the company, has the risk of causing Kang Mingsheng to stop production, employee unemployment, and the bank's collection of loans from Changfang Group, which will damage the interests of the company and all shareholders, and is suspected of abusing the position of a major shareholder to suppress Kang Mingsheng without bottom line.This proposal has the risk that the company's stock "getting the stars and taking off the hat" cannot be realized.
Wang Shouqun said that the main source of income of Changfang Group is Kang Mingsheng. Removing the founder of Kang Mingsheng will have a greater impact on the company's production, operation and market. Disputes between shareholders should not affect the operation of the listed company. Removal is not recommended. Executive Director Li Dichu.
Wang Shouqun also pointed out that "the meeting materials are not sufficient" and "the voting items should be 4 items and should not be included in one motion".
General manager's qualifications questioned
On June 25, the day before, at the 23rd meeting of the fourth board of directors held by Changfang Group, Liang Dicheng and Wang Shouqun also opposed the company's proposal to appoint Wu Taoxiang as the company's general manager.
Liang Dicheng believes that the general manager candidate has a number of bad credit records, as well as a number of bad records in his performance experience.
In this regard, Changfang Group explained in the announcement that the general manager candidate Wu Taoxiang used to be the director of Boshi Optoelectronics, and then Boshi Optoelectronics went bankrupt and liquidated, but Wu Taoxiang was not personally responsible for the bankruptcy of Boshi Optoelectronics. Relevant creditor's rights have been paid off in the loan dispute.Up to now, the court has removed Wu Taoxiang from the list of "height limit and dishonesty", and Wu Taoxiang's qualifications meet the requirements.
Wang Shouqun said that it is currently in a critical period of Changfang Group, and the requirements for the general manager should be more prudent and strict. In view of the fact that the existing materials fail to reflect Wu Taoxiang's ability and comprehensive quality, "my insight into Wu Taoxiang's industry power, management ability and organizational coordination ability are in doubt with the job requirements of the general manager.”
Based on the relevant objections of the above-mentioned directors and independent directors, the Shenzhen Stock Exchange asked Changfang Group to comprehensively verify the relationship between the company's board members and Li Dichu and Chen Jing, and explain whether there are any undisclosed agreements or interest arrangements that should be disclosed. The voting situation should be avoided.
At the same time, the Shenzhen Stock Exchange also required Changfang Group to explain in detail the reasons for the dismissal of Kang Mingsheng’s executive director and supervisor, analyze the impact of the matter on the company’s production and operation, fully remind relevant risks, and comprehensively verify Wu Taoxiang and others with the company’s controlling shareholder and actual controller. and whether other directors, supervisors and senior management are affiliated.
In order to further understand the situation, a reporter from the "Daily Economic News" called the securities department of Changfang Group on June 28. The relevant staff said that the company is not convenient for interviews now.
Every reporter An Yufei every editor Zhang Haini
(Editor in charge: Jiang Ninglu)
