In order to ensure the smooth approval of related-party transactions, Gree Electric has been continuously strengthening its control over the Dunan Environment shareholders' meeting and the board of directors.
Disputes over independent directors reappear in the A-share market.
On June 3, DunAn Environment (002011.SZ) announced the re-election of the board of directors.Among them, "Liu Shuwei", a well-known name in the capital market, once again appeared on the list of independent directors nominated by DunAn Environment.
Earlier, Dunan Environment's controlling stake was officially transferred to Gree Electric (000651.SZ).After the company changed its flag, it was logical to re-elect members of the board of directors.
However, when Liu Shuwei, who once "officially announced" Dong Mingzhu in the circle of friends as his "girlfriend", reappeared on the list of nominees for Dun'an's independent director, the issue of the independence of the independent director once again attracted market attention.
The 21st Century Business Herald reporter found that, including Liu Shuwei, Xing Ziwen and Wang Xiaohua, the nominees for the independent director of Dun'an Environment, are both current independent directors of Gree Electric, consistent with the list of independent directors of Gree Electric.
In connection with the previous increase of Gree Electric's control over Dunan's environment, as well as the frequent connected transactions between the two companies in the future, such an arrangement makes people doubt the independence of the re-elected independent directors.
A total of six people on the board of directors of the environment directly belong to the lineup of directors, supervisors and senior executives of Gree Electric Appliances.- IC photo
"Gree Department" may occupy six seats on Dunan's board of directors
According to a series of nomination announcements for board re-election released by DunAn Environment on June 3, a total of 9 members of the board of directors are involved in the re-election, 6 of which are non-independent directors and 3 are independent directors.
Among them, the controlling shareholder Gree Electric has nominated Deng Xiaobo, Tan Jianming, Li Gangfei and Li Jianjun as non-independent directors; the shareholder DunAn Holdings Group Co., Ltd. nominated Yu Bo as a non-independent director, and the seventh board of directors of DunAn Environment (the current board of directors) nominated Yu Bo is a non-independent director.
In addition, the seventh board of directors nominated Liu Shuwei, Wang Xiaohua and Xing Ziwen as independent directors.
Some analysts believe that although Liu Shuwei, Wang Xiaohua, and Xing Ziwen are nominated for the current board of directors of DunAn Environment, such nomination is obviously a complete reflection of the will of the controlling shareholder Gree Electric.
According to the re-election announcement, among the nominated directors, Deng Xiaobo is the current director, vice president and board secretary of Gree Electric; Tan Jianming is the current vice president and chief engineer of Gree Electric; Li Gangfei is the current assistant to the president of Gree Electric.
Counting Liu Shuwei, Wang Xiaohua, and Xing Ziwen as the three "independent directors", there are six people on the board of directors of DunAn Environment who directly form the lineup of directors, supervisors and senior executives of Gree Electric Appliances.
In this regard, Cinda Securities even commented within a few days: "At present, six of the nine members of the company's board of directors belong to the original Gree department, and they are all core members of Gree in charge of business and technology... The reorganization of the board of directors of DunAn Environment once again highlights the company's relationship with the company. The consistency of Gree's future interests can effectively strengthen Gree's control over the company, laying the foundation for the accelerated resolution of subsequent fixed increase, ownership of the original major shareholder's equity, secured debt and other matters."
Doubts about the independence of independent directors
Can the same person concurrently serve as an independent director of a joint-stock company and its important shareholders?Are there issues that undermine the principle of independence?
The 21st Century Business Herald reporter inquired about Gree Electric’s 2021 annual report and found that Liu Shuwei, Wang Xiaohua, and Xing Ziwen all received salaries from Gree Electric, and the salary of the three independent directors in 2021 is 150,000 yuan a year.
In this regard, Pan Helin, co-director and researcher of the Digital Economy and Financial Innovation Research Center of Zhejiang University International Business School, told reporters: "Independent directors cannot receive salaries from controlling shareholders, which undermines the basic principle of independent directors' independence. "
Pan Helin said that my country's "Management Rules for Independent Directors of Joint Stock Co., Ltd." stipulates that those who directly or indirectly hold more than 5% of the issued shares of a listed company or those who work in the top five shareholders of a listed company and their Immediate family members shall not serve as independent directors of listed companies.It can be seen from this provision that independent directors cannot concurrently serve as independent directors of the parent and subsidiary companies.
"It should be noted here that directors of the parent company can serve as directors of subsidiaries, but the requirements for directors and independent directors are different. There is no requirement for directors to be independent, while independent directors must abide by the principle of independence." Pan Helin told reporter.
According to the description in the "Guiding Opinions on Establishing an Independent Director System in Listed Companies" by the China Securities Regulatory Commission: "Independent directors of listed companies refer to listed companies who do not hold positions other than directors in listed companies, and are engaged with listed companies and their major shareholders. There are no directors who might prevent him from making independent and objective judgments."
In this regard, a senior corporate law lawyer told reporters that according to the general definition of independent directors in the law, although the qualifications of the three independent directors of DunAn Environment do not directly violate some clear terms, it does not mean that their independence can be obtained. Assure.
"For example, the description of 'the existence of a relationship that may prevent them from making independent and objective judgments' actually gives a larger space for discussion on the independence principle of independent directors. In fact, it is difficult for most paid independent directors to be truly independent of the controlling shareholder. The influence of shareholders." The aforementioned person told reporters.
Generally speaking, even if it is difficult for an independent director to be independent of the company owner, most companies will "avoid suspicion" in the selection of an independent director.
21st Century Business Herald reporters found that although cases of "A and A" and "A controlling A" are not uncommon in the capital market, there are still very few cases of "sharing" independent directors. Sharing” independent directors is even more unheard of.
21st Century Business Herald reporters counted the positions of independent directors in 4,823 A-share companies and found that so far only "two pairs" of companies have overlapping independent directors.Among them, the independent directors of Snowman (002639.SZ) and Nebula (300648.SZ) are Zheng Shouguang, Zhang Bai and Guo Ruizheng; Jinjin Rabi (002762.SZ) and Honghui Fruits and Vegetables (603336.SZ) have three independent directors. The independent directors are Yao Mingan, Ji Chuansheng and Cai Biao.
These four companies are not related in any way according to public information.In terms of equity relationship, the four companies are actually controlled by different natural persons; in terms of business, Snowman and Nebula are mainly engaged in refrigerator compressors and lithium battery testing; Jinjin Rabi and Honghui Fruits and Vegetables are mainly engaged in the wholesale and retail of maternal and child products and fruits and vegetables, respectively. The four companies are less likely to have large connected transactions.
If Liu Shuwei, Wang Xiaohua, and Xing Ziwen officially become independent directors of DunAn Environment, DunAn Environment will become the only company in A-shares that has a high degree of overlap with the controlling shareholder in terms of independent directors.
Escort 3.1 billion connected transactions
On the same day as the nomination for the re-election of the board of directors, DunAn Environment also disclosed an "Announcement on Newly-Added Related Parties and Increased Routine Related-Party Transactions Expectations".
According to the announcement, Dunan Environment is expected to generate 3.1 billion connected transactions with its controlling shareholder Gree Electric in 2022.Among them, Dunan Environment will sell refrigeration accessories, refrigeration equipment, and thermal management accessories to Gree Electric for 2.9 billion yuan according to market prices, and purchase accessories, equipment, air conditioners, household appliances, and rent 200 million yuan from Gree Electric.
According to estimates, the related amount increased by 1.210 billion yuan year-on-year, a year-on-year increase of 71.60%.
Due to the disclosure of related-party transactions, independent directors are generally required to approve the matter in advance and express independent opinions on the fairness and objectivity of related-party transactions. It can be seen that the decision of independent directors is very important to Gree Electric's supply chain and Dunan Environment's income. .
Some analysts pointed out that after Gree Electric entered Dunan Environment, Midea Group's orders in Dunan Environment will be "transferred", and Gree's supplementary related transactions are also expected to make up for Midea Group's long-term performance of Dunan Environment. impact.
Tianfeng Securities recently pointed out: Benefiting from Gree's order support, the main business of Dun'an refrigeration parts is expected to maintain stable development in the short term, and the order certainty will be further enhanced in the long run.It is expected that related-party transactions can basically smooth out the impact of outflows of individual customers' orders or even gain a little overall, which may be reflected on the reporting side from Q3.
In fact, in order to ensure the smooth approval of related-party transactions, Gree Electric has been continuously strengthening its control over the Dunan Environment shareholders' meeting and the board of directors.
In May of this year, Gree Electric tried to “intercept” the 9.71% stake in Dunan Environment acquired by Zijin Mining (601899.SH) in the previous transaction to strengthen its control over Dunan Environment, but due to the fact that the core terms were not available among the parties An agreement was reached, and the matter was declared terminated on May 18.
21st Century Business Herald has reported that after completing the controlling stake in DunAn Environment, due to the possibility of large amount of related transactions between Gree Electric and DunAn Environment, DunAn Environment's non-related board members and non-related shareholders have made an impact on the two companies. related party transactions will play a decisive role.At that time, Zijin Mining's role as the second largest shareholder will also be extremely critical.
On the other hand, the timing of Gree Electric's choice of board re-election is also intriguing.
Although Zijin Mining has signed an agreement to acquire a 9.71% stake in Dunan Environment, since the transaction has not yet been transferred, this round of board re-election is still nominated by the original controlling shareholder, Dunan Holdings.Zijin Mining has not been given the opportunity to assign directors to the board.(Author: Zhao Yunfan Editor: Zhu Yimin)
(Editor in charge: Guan Jing)
