He was sued by the second shareholder.
Text | Nan Hui Hui
Source | Manager Convergence Media Center
On January 8, the topic of "29-year-old Douyin employee wants to join the board of directors of A-share companies" appeared on Weibo hot search, which originated from an announcement by ST Yushun (002289.SZ): On January 5, shareholder Lin Meng issued a proposal letter, nominating himself and his daughter Lin Yangwei as candidates for non-independent directors of the company's sixth board of directors.
However, the proposal was not adopted.
According to the announcement of ST Yushun, Lin Meng and Lin Yangwei's qualifications as non-independent directors were rejected by the board of directors of ST Yushun with "1 vote agreed, 1 vote against, and 2 abstentions".
Common sense says that this is the end, but after half a year, the matter will come out.
ST Yushun disclosed on June 21 that on June 20, it received the "Notice of Advance Mediation" and "Notice of Response" and other litigation materials served by the People's Court of Nanshan District, Shenzhen, Guangdong Province, and the case involved the rejection of the proposal of Lin Meng and her daughter to enter the board of directors of ST Yushun.
Cause of action: He and his daughter did not join the board of directors
According to the announcement of litigation matters disclosed by ST Yushun, Lin Meng, as the plaintiff, submitted a complaint to the People's Court of Nanshan District, Shenzhen on March 7, 2024 to sue the company, requesting that the resolution of the 29th meeting of the 5th board of directors, the 30th meeting of the 5th board of directors, and the resolution of the first extraordinary general meeting of shareholders in 2024 be revoked in accordance with the law, and the company should bear all the litigation costs of the case.
Who is Lin Meng?
In 2013, ST Yushun purchased 100% of the shares of Shenzhen Yashi Technology held by Lin Meng and others in cash and issued shares, thus becoming a shareholder of ST Yushun, as of the first quarter of 2024, Lin Meng directly holds 20.706 million shares of ST Yushun, with a shareholding ratio of 7.39%, which is the second largest shareholder.
As the second largest shareholder, he sued the listed company, why did the three resolutions mentioned in the "Complaint" make him dissatisfied?
Let's take a look at the specifics of these three resolutions:
On December 29, 2023, ST Yushun disclosed the announcement of the 29th meeting of the fifth board of directors, stating that the meeting passed the proposal to nominate 6 people, including Ji Min, Zhang Jianyun and Zhou Lu, as candidates for non-independent directors of the sixth board of directors; The proposal to nominate Xue Wenjun, Shi Jun and Ding Jinsong as candidates for independent directors was passed.
The 30th meeting of the fifth board of directors of ST Yushun is mainly to review the qualifications of Lin Meng and Lin Yangwei's father and daughter as non-independent directors. According to the announcement, the fifth board of directors of ST Yushun vetoed with "1 vote agreed, 1 vote against, and 2 abstentions", the only vote of consent came from Lin Meng, the then chairman Zhou Lu voted against, and the then independent directors Shen Bazhong and Rao Yanchao abstained.
Although it was rejected, Lin Meng's temporary proposal was still submitted to the general meeting of shareholders for consideration.
According to the resolution of the first extraordinary general meeting of shareholders of ST Yushun in 2024, the proposal to elect Lin Meng and Lin Yangwei as non-independent directors of the sixth board of directors was not passed, and the voting situation of the two proposals was roughly the same, with more than 3,000 shares in favor and more than 9,400 shares against, and the 6 non-independent directors and 3 independent directors nominated at the 29th meeting of the fifth board of directors were elected.
Therefore, Lin Meng believes that the above-mentioned meeting resolution obviously excludes the possibility of non-Shanghai Fengwang Industrial Co., Ltd. (hereinafter referred to as "Shanghai Fengwang"), the controlling shareholder of ST Yushun, holding 28% of the shares, from the very beginning, recommending candidates to be elected as directors, depriving itself of its own director's seat, and seriously infringing on its own rights and interests, so it requests to revoke the above-mentioned resolution of the board of directors and the resolution of the general meeting of shareholders.
Zhao Zhanzhan, a lawyer at Beijing Jiawei Law Firm, said in an interview with Zhongxin Jingwei that the directors are elected by the shareholders' meeting or appointed by a shareholder according to the investment agreement. Second, it is common for shareholders not to be on the board of directors, and it is not necessarily illegal. The key depends on the election of the board of directors or the investment agreement.
Acquisition of asset shells
Founded in 2004, ST Yushun is one of the earliest enterprises engaged in the research and development, production and sales of LCD screens and modules, touch screens and modules, touch display integrated modules and other products in China, and has successfully landed in the capital market in 2009. However, in terms of operation, in the 14 full years from 2010 to 2013, ST Yushun's net profit attributable to the parent company suffered more losses and less and small losses, and the net profit after deducting non-attributable to the parent company has been losing money for 12 consecutive years since 2012.
This has also caused ST Yushun to wander on the edge of ST.
Due to the negative audited net profit for two consecutive fiscal years from 2014 to 2015 and 2017 to 2018, ST Yushun was put on "delisting risk alert" in May 2016 and April 2019.
In April 2023, due to the negative net profit before and after deducting non-recurring gains and losses in the audited net profit before and after deducting non-recurring gains and losses for three consecutive fiscal years in 2020, 2021 and 2022, and it was issued with major doubts about its ability to continue operations in the future, Yushun Electronics was put on "other risk warning".
Wearing a hat again also made Shanghai Fengwang, who had just taken over the actual control from the hands of the "Zhongzhi system", start the shell protection operation non-stop.
On the evening of April 7, ST Yushun announced that it planned to purchase 75% of the shares of Shanghai Fubang Industrial Co., Ltd. (hereinafter referred to as "Fubang Industrial") held by Bao Xiangbing and Zheng Lu by way of 74.25 million yuan in cash. After the completion of this transaction, Fubang Industrial will become a holding subsidiary of the listed company.
The acquisition quickly attracted the attention of the Shenzhen Stock Exchange, and then issued a letter to raise 11 questions, focusing on the issue of reasonableness, and asked ST Yushun to explain the necessity and reasonableness of the transaction in combination with the company's and Fubang Industrial's main business, the upstream and downstream relationship of the industrial chain, etc.
ST Yushun bluntly said in his reply: "The existing main business of listed companies is affected by market demand and industry competition, and is facing certain pressure, and it is urgent to inject high-quality assets...... Through this transaction, a new profit growth point will be formed, and the LCD display business will be expanded with the help of the target company's business needs and customer resources, and the performance growth will be achieved around the existing main business, and the company's profitability and asset quality will be effectively improved. ”
It can be seen that the intention of ST Yushun shell is obvious.
This is also reflected in the progress of the acquisition - on April 26, Fubang Industrial has completed the industrial and commercial change registration procedures; On May 14, ST Yushun has paid the first consideration of 63.2444 million yuan to the counterparty.
Whether the shell can be successfully protected
According to the announcement, Fubang Industrial was established in 2008 and is a company engaged in the field of gas detection instrumentation, with downstream customers covering chemical enterprises and some government customers.
A natural question is, do the two businesses and resources complement each other and synergize effectively?
Synergies cover many aspects such as operation, finance, and management, and this article will only discuss operational synergies, that is, the improvement of operating conditions and the improvement of operational efficiency.
According to the disclosed financial data, in 2022, Fubang Industrial will have a revenue of 39.1404 million yuan and a net profit of 3.3868 million yuan, and a revenue of 48.3306 million yuan and a net profit of 9.6169 million yuan in 2023.
For the future performance, the counterparty promises that the audited adjusted net profit after deducting non-profits from 2024 to 2026 will not be less than 8 million yuan, 10 million yuan and 12 million yuan respectively, and the cumulative net profit in the three years from 2024 to 2026 will not be less than 30 million yuan.
In the past three years, ST Yushun's revenue has been maintained at more than 100 million yuan, and the non-net profit loss is about 20 million yuan.