Shenzhen Business Daily · Reading Client Reporter Ning Kejian
On the evening of October 16, Changyuan Group (600525) announced that a number of proposals were voted on at the 55th meeting of the 8th board of directors of the company.
The reporter found that the results showed that there were negative votes, and the negative votes mainly came from directors Yang Tao, Yang Boren, and Yang Cheng, among them, Yang Tao voted against all the proposals.
It is reported that the 55th meeting of the 8th board of directors of Changyuan Technology was held on October 16 in combination with on-site communication, and the notice of the meeting was sent by email on October 10. Nine directors should be present at the meeting, and nine directors should be present in person. The meeting was presided over by Wu Qiquan, chairman of the company.
In terms of by-election of independent directors of the company, Lai Zeqiao, the eighth independent director of the company, has served as an independent director of the company for six years, and Lai Zeqiao applied for resignation from all positions in the independent director of the company and various special committees of the board of directors on September 2.
According to the relevant regulations, the board of directors of the company nominated Qiu Yunliang as the eighth independent director of the company, and the term of office will be from the date of deliberation and approval of the company's general meeting of shareholders to the date of expiration of the eighth board of directors of the company. The company's fifth special meeting of independent directors in 2024 reviewed the qualifications of independent director candidates and agreed to the nomination of the board of directors. Qiu Yunliang has been engaged in auditing business in an accounting firm since 2001, and is currently an independent director of Shenzhen Han's CNC Technology Co., Ltd. and Xinhai Technology (Shenzhen) Co., Ltd.
Directors Yang Tao, Yang Boren and Yang Cheng voted against. The reason why Yang Tao and Yang Boren voted against it was that Qiu Yunliang, the independent director candidate, was punished or punished by the CSRC/Exchange three times, and listed companies should carefully select independent director candidates; At the same time, the current board of directors of the listed company has expired, and the election of the new board of directors is being carried out, and it is recommended to elect a new independent director when the board of directors of the company is completed.
According to the resume disclosed by Changyuan Technology, Qiu Yunliang was born in 1979, Chinese nationality, no right of permanent residence abroad, executive MBA, and Chinese certified public accountant.
From July 2001 to April 2004, he served as an auditor of Shenzhen Tianjian Xinde Certified Public Accountants; From November 2004 to June 2010, he successively served as an auditor, senior auditor and manager of Ernst & Young Huaming. From July 2010 to December 2011, he served as a salaried partner of Lixin Dahua Certified Public Accountants; Since January 2012, he has been a partner of Lixin Certified Public Accountants (Special General Partnership); He is currently an independent director of Shenzhen Han's CNC Technology Co., Ltd. and Xinhai Technology (Shenzhen) Co., Ltd.
Changyuan Technology said that Qiu Yunliang did not hold shares of the company, he had the qualifications to serve as an independent director, and there was no situation that prohibited him from serving as a director of a listed company as stipulated in the "Company Law" and "Articles of Association", and there was no situation that he was not allowed to serve as an independent director of a listed company as stipulated in the "Shanghai Stock Exchange Stock Listing Rules" and "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operation", and there was no relationship with the company that affected his independence.
Regarding the proposal to formulate the "Accounting Firm Selection and Employment System", Yang Tao, Yang Boren, and Yang Cheng voted against.
The reason for Yang Tao and Yang Boren's objection is that it is necessary to further refine important contents such as bidding methods, quotation procedures, and pricing principles for re-employment audit fees in the system; At the same time, the current board of directors of the listed company has expired and the general election of the new board of directors is being carried out, and it is recommended that the new board of directors consider this matter.
Regarding the proposal to re-appoint the accounting firm, Yang Tao, Yang Boren, and Yang Cheng voted against.
The reason for Yang Tao and Yang Boren's objection is that Shanghui Accounting Firm has been serving the company for 6 consecutive years, and the service time is longer, and a new accounting firm should be hired to audit the 2024 annual financial report. At the same time, the current board of directors of the listed company has expired and the general election of the new board of directors is being carried out, and it is recommended that the new board of directors consider this matter.
In terms of employee stock ownership plans, Yang Tao and Yang Cheng both voted against the "Proposal on the 2024 Employee Stock Ownership Plan (Draft) and its Summary", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2024 Employee Stock Ownership Plan".
The reasons for Yang Tao's negative vote are: first, the employee stock ownership plan in 2022 is still in existence, the company's performance in recent years has not been improved due to the employee stock ownership plan, and employees have not made profits from stock ownership, and the effect of the employee stock ownership plan is not satisfactory; Second, the number of people who are subject to the employee stock ownership plan does not exceed 2,900 people, and the upper limit of funds raised is 320 million yuan, which is significantly higher than the number and amount of the employee stock ownership plan in 2022, which is unreasonable. A new phase of the employee stock ownership plan should be carried out prudently.
Regarding the proposal of the company and its subsidiaries to apply for a credit line from the bank and provide guarantees, Yang Tao and Yang Boren voted against it on the grounds that the total amount of external guarantees of listed companies and holding subsidiaries has exceeded the company's net assets for a long time, and relevant matters need to be carefully considered. At the same time, the current board of directors of the listed company has expired and the general election of the new board of directors is being carried out, and it is recommended that the new board of directors consider this matter.
Regarding the proposal of the subsidiary Changyuan High Energy to sell the equity of Huaxin High Energy, Yang Tao, Yang Boren and Yang Cheng voted against.
The reason for Yang Tao and Yang Boren's negative vote is that because the benchmark date of the evaluation report of the listed company to sell the company is November 30, 2023, which is a long time ago, the situation of the company to be sold has changed greatly, and it is recommended to re-evaluate it before submitting it to the board of directors.
It is reported that Changyuan Group held the fifth extraordinary general meeting of shareholders in 2024 on November 1. Yang Tao, Yang Boren, and Yang Cheng also voted against this.
The reason why Yang Tao voted against was that because he vetoed the above eight proposals, there was no need to submit them to the shareholders' meeting for deliberation. The reason for Yeung's negative vote was that he did not need to submit the above five motions to the shareholders' meeting for consideration because he rejected the above five proposals. Yang Cheng said that except for the "Proposal on the Company and its Subsidiaries Applying for Credit Lines and Providing Guarantees from Banks", the rest of the proposals will be considered at the time of the change.
According to Changyuan Group's 2023 annual report, Yang Tao used to be the investment director and deputy general manager of Zhuhai Gree Financial Investment Management Co., Ltd., and is currently the director and general manager of Zhuhai Gree Financial Investment Management Co., Ltd.
It is worth noting that, according to the 2024 semi-annual report of Changyuan Group, as of the end of the reporting period, Zhuhai Gree Financial Investment Management Co., Ltd. is the largest shareholder of Changyuan Group, holding 13.02% of the shares.
From June 2015 to February 2020, Yang Boren served as a director of Shenzhen Yongxintai Investment Co., Ltd.; He joined the company in March 2020 and is currently a director and vice president of the company.
Yang Cheng joined Genzon Investment Group Co., Ltd. in 2003 and has successively served as Deputy Director of the General Manager's Office, Manager of the Development Department, Deputy General Manager of the Development Center, General Manager of the Development Center, Assistant to the President and other positions, and is currently the Director and Vice President of Genzon Investment Group Co., Ltd.
According to the official website, Changyuan Technology Group Co., Ltd., founded in 1986, is a technology-based industrial group specializing in R&D, manufacturing and service of intelligent digitalization of industrial and power systems.
In terms of performance, the company's net profit attributable to the parent company in the first half of this year was about -46.9856 million yuan, a year-on-year loss, which was also the company's first loss since its listing in 2002.
During the period, the company achieved operating income of 3.501 billion yuan, of which the smart grid equipment and energy Internet technology service business achieved operating income of 2.366 billion yuan during the reporting period, a decrease of 4.55% compared with the same period of last year, mainly due to the decrease in sales revenue of the EPC project of the subsidiary Changyuan Design; During the reporting period, the operating income of the intelligent equipment business in consumer electronics and other fields was 1.049 billion yuan, a decrease of 8.11% over the same period of last year, mainly due to a slight decrease in the sales revenue of Zhuhai Shipping Taili (including subsidiaries) compared with the same period last year; Due to the decline in the price of lithium carbonate and other major raw materials, the year-on-year decline in the sales price of lithium iron phosphate products, and the decrease in orders for lithium iron phosphate business caused by market factors, the operating income in the reporting period was 53 million yuan, a decrease of 75.67% over the same period of last year.
As of the close of trading on October 16, Changyuan Group rose 0.20% to 4.96 yuan per share, with a total market value of 6.521 billion yuan.