Every hot review | Pioneer new material wholly -owned Sun company out of control can prevent similar situations from three aspects

Recently, Pioneer New Materials (SZ300163, a stock price of 3.45 yuan, and a market value of 1.635 billion yuan) issued an announcement saying that the company lost control over the company's Sun company Ordos Pioneer Energy Co., Ltd. The author believes that listed companies should strengthen control against subsidiaries and effectively safeguard shareholders' rights.

According to the announcement, in order to strengthen the company's internal overall management and control the overall business risks, Pioneer's newly made notice on June 1, 2022 issued a notice requesting to recover all the seals and certificates of all subsidiaries, certificates and other information. Pioneer New Material's wholly -owned subsidiary Wuwei Pioneer's wholly -owned Ordos Pioneer (that is, Sun Company) did not return on schedule. On June 6, Wuwei Pioneer made a shareholder decision to avoid Song Moumou, the then executive director of Ordos Pioneer, and hired a new executive director. On June 28, Pioneer New Materials and Wuwei Pioneer began to register for the change of the Ordos Pioneer Industrial and Commercial Change, but unlike Beijing and other places, the relevant departments of Ordos East Victory failed to obtain the cooperation of the original legal representative or not on the corresponding documents with the Ordos Pioneer. On the grounds that the official seal of the loss has been lost, the application for the company's change in business registration will not be accepted.

The "Company Law" stipulates that one -person limited liability company, that is, the company has only one natural person shareholder or a legal person shareholder, and one company does not have a shareholders' meeting. The limited liability company with a small number of shareholders or a smaller scale can set up an executive director (often also legal representative) and no board of directors. If the shareholders of a person as a company are legal person, to carry out the company's operation, of course, a natural person needs to be the executive director. If the executive director is not obedient, it may form a subsidiary out of control.

The Wuwei Pioneer is right to avoid going to the Ordos Pioneer Pioneer Pioneer. Of course, the "Regulations on the Management of Company Registration" stipulates that the company's application for changes shall be submitted to the company's registration authority "the change registration application signed by the company's legal representative". If people do not cooperate, this may enter a dead cycle.

The author believes that in order to solve this problem, the parent company as a shareholder and the newly selected subsidiary legal representative can send a notice to the original legal representative of the subsidiary to request them to cooperate with the registration of industrial and commercial changes. The court filed a lawsuit requesting the registration of the company. The notification documents issued above, and the certificate of capital contribution of shareholders can be used as evidence.

Theoretically, even if the registration of the legal representative of the subsidiary at this time has not been completed, the original legal representative is only the legal representative in name, and no longer has the statutory status in the legal sense. Duty behaviors should bear the corresponding legal responsibility if they violate the interests of the company.

Moreover, the parent company and the new executive directors (new legal representatives) they have selected can be issued in the newspaper to declare that the original official seal of the subsidiary is abolished. The company's control shall be attached to the rights and voting rights, and it is legally generated in accordance with the legal procedures. It is given by the law. The illegal seal of illegal seal does not mean that it can occupy the company's control.

The descendants of listed companies have been out of control. It is no longer a news, and even has become a certain universal issue, especially the subsidiary of the acquisition. The author believes that it is necessary to prevent your subsidiaries out of control, or pay attention to the following points:

First, the company's level should be reduced as much as possible. At present, some listed companies have Sun Company under the company. The descendants are endless. The subsidiaries and Sun company have independent legal person's property rights and can operate and manage to a certain extent. Obviously, the more the company level, the more difficult it is to impact and control the more difficult to the company at the level. There are too many levels of the company. Once a descendant of a descendant below is out of control, it is equivalent to a string of descendants below it may lose control and may bring huge losses.

Secondly, the approval system for a subsidiary to the parent company should be established and improved. The parent company should only decentralize the subsidiaries without being able to let it go. The securities market stipulates the extremely strict information disclosure system. The subsidiaries must be reported to the parent company and then report it step by step. In terms of management, foreign investment plans for major subsidiaries and external investment above a certain amount must be approved by the parent company to implement. By analyzing whether the subsidiary's request for the reporting system is smooth, it also helps to determine whether the subsidiary has out of control.

Third, the internal control of the subsidiary should be strengthened. One of the goals of internal control is to form internal checks and balances, including formulating mutual constraints and supervision of each other in terms of governance structure, institutional settings and authority distribution, and business processes. For major businesses and matters of subsidiaries, a collective decision -making approval or joint signing system should be implemented to prevent one person from saying that it should be said. In particular, the management of the seal certification license, theoretically, the company's official seal should be controlled by the legal representative, but the control is not locked in the legal person's drawer, but the special person to keep and use. Waiting for personnel's special assessment and supervision to achieve a certain role of restricting supervision on the legal representative of the subsidiary.

Daily Economic News

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