The two directors of Pioneer New Material

On September 19, Pioneer New Materials (SZ300163, stock price was 331 yuan, and a market value of 1.569 billion yuan) issued an announcement saying that Pioneer New Materials held the board on the 19th, and the company's board of directors reviewed and approved the two directors of Wang Tao and Bai Ruichen.

Picture based on the official website of the listed company

"Daily Economic News" reporter noticed that Wang Tao was an independent director of Pioneer New Materials before. Wang Tao once said that the content of Pioneer New Materials cannot be guaranteed to be true, accurate and complete in the semi -annual report of the 2022. Wang Tao also believes that the actual controller of Pioneer's new material Lu Pufang and its names under their names "anti -guarantee related situations will cause great hidden dangers to the interests of listed companies and small and medium shareholders."

In this regard, the pioneer new material holds different opinions. The listed company believes that the actual control of the actual controller does not have the interests of the listed company and small and medium shareholders.

On September 20, the Shenzhen Stock Exchange also issued a letter of attention to the two directors of Pioneer New Materials.

Two directors were fired

According to Pioneer New Materials, Wang Tao was born in 1989. He was born in a lawyer. In his early years, he served as a lawyer in Beijing Yingke (Hohhot) Law Firm. In 2018, Wang Tao was hired as an independent director of the vanguard.

Another Director Bai Ruichen, who was dismissed, was born in 1976. He had previously worked at the Inner Mongolia Golden Namic Computer System Integration Co., Ltd.

At the board of directors at the end of 2018, Pioneer New Materials also hired Wang Tao and Bai Ruichen as directors. Among them, Wang Tao was an independent director and Bai Ruichen was a non -independent director. Since then, Bai Ruichen has also served as the chairman and general manager of the pioneer new material.

Pioneer New Materials reported that Wang Tao and Bai Ruichen's pre -tax remuneration in 2021 was 80,700 yuan and 354,300 yuan, respectively. It is worth noting that Wang Tao had objections to Pioneer's new materials in the semi -annual report of 2022. Wang Tao believes that the semi -annual report is incomplete and there are matters that should be disclosed but not disclosed.

In the Pioneer New Materials on the board of directors on September 19, while reviewing the two proposals from Wang Tao and Bai Ruichen, Wang Tao voted against the votes, and Bai Ruichen voted for abandoned votes. In response to the removal of his own proposal, Wang Tao believes: "I have not yet expired, and I am in urging Mr. Lu Xianfu to implement the period of additional anti -guarantee commitments. Attention, call on all parties to jointly safeguard the interests of the company and small and medium shareholders. "

"Daily Economic News" reporter learned that in response to the removal of Bai Ruichen's motion, Wang Tao believes: "I did not understand that Mr. Bai Ruichen had improper behavior during his tenure, nor did he cause significant losses to the company. The change of executives is very frequent, which is not conducive to the stability of the company. Therefore, I have objections on this proposal. "

On September 20, the Shenzhen Stock Exchange issued a letter of concern to the Pioneer New Materials: In response to the "On September 19, 2022, your company disclosed the" Announcement on Remorals and Directors of Directors and Makeup of Directors ", and the board of directors reviewed and approved Wang Tao's independent directors of independent directors of Wang Tao. His position, exempt Bai Ruichen's non -independent directors, nominated Yang Guang as an independent director, nominated Ling Saizhen as a non -independent director, and submitted relevant bills to the shareholders' meeting for consideration. Independent directors Wang Tao voted against the relevant bills, because of " The term of office has not yet expired, and I am in urging Mr. Lu Xianfu to implement the period of additional anti -guarantee commitments. The interests of shareholders' and 'I did not understand that Mr. Bai Ruichen had improper behavior during his tenure, and it did not cause major losses to the company. The company's recent directors, supervisors, and senior executives have been very frequent, which is not conducive to the company's stability' '' . Director Bai Ruichen voted for the relevant proposal. The reason was that "I have discarded the rights of the board of directors, so I abstained '." The Shenzhen Stock Exchange proposed that "please verify and explain that the board of directors exempt some directors' positions from the positions of directors from the directors of the board of directors exempted from some directors' positions. And the background and specific reasons for the proposal of the relevant board of directors, issue a meeting notice, review and voting specific process, and attend the reasons and basis for the directors to vote for the relevant proposal, the opposition or abandoned ticket. Check whether the procedures such as voting are legal and compliant. Please ask the company lawyer to check and make clear opinions on your company's exemption from some directors and re -election directors in compliance with the "Company Law" and "Company Articles of Association". "

I have given opinions on the guarantee of the guarantee

The reporter noticed that Wang Tao's pioneer new material in 2022 reported that the "existence of disclosure but not disclosed" was related to the previous association guarantee of Pioneer New Materials.

In 2016, Pioneer New Materials provided joint liability guarantees for Ningbo Happy Investment Co., Ltd. (hereinafter referred to as Happy Investment) of not more than 220 million AUD $ 220 million or its equivalent RMB. The actual controller of the happy investment is also Lu Fangfeng, so it constitutes a associated guarantee.

The Pioneer New Material Announcement shows that the above guarantee stems from Lu Xianfu's plan to conduct industrial mergers and investments in Australia. As a result, happy investment is also established. Lu Xianfu's M & A standard, the Van Diemen ’s Land Company (hereinafter referred to as VDL).

At that time, the shareholder Ningbo Pioneer Hongye Investment Holdings Co., Ltd. (hereinafter referred to as Ningbo Pioneer) who was happy to invest in happiness has promised that if the acquisition is successful, the assets they purchase will be added and anti -guarantee. Later, Pioneer New Materials has gone through several exhibition periods for the guarantee of happy investment and Ningbo Pioneer, which has continued to this day. In the semi -annual report of Pioneer New Materials, Wang Tao said that he recently learned that some ranch in VDL assets has been sold to local Australian companies for Australian companies for 62.5 million yuan, but it has not been used to repay the guarantee debt, and the ranch The mortgage guarantee provided by the Dutch banks has also been lifted, and Lu Fangfu has promised additional guarantee for the VDL assets they acquired, but has not been added so far.

Wang Tao said: "I think this is a major matter, and whether the guarantee debt that the listed company can bear can be guaranteed, which directly affects the interests of listed companies and small and medium shareholders. Assets are responsible for anti -guarantee, but from my professional perspective, Mr. Lu Pianfu and the above -mentioned assets also have a number of holding channels in the middle of the assets. In fact, all assets are settled in VDL companies. "

"Therefore, unless VDL company provides anti -guarantee for listed companies in the mortgage method, such as the mortgage method, the listed company can only ask Mr. Lu Xianping to bear guarantee responsibility after being responsible for guarantee. Anti -guarantee liability, and the asset is located abroad, can be transferred and disposed of at any time. Especially when the shares held by Mr. Lu Fangfu are constantly sold and most of the shares are seized and pledged, it is considered to consider I think it should also be disclosed. "Wang Tao said.

In response to the relevant objections proposed by Wang Tao, the Shenzhen Stock Exchange had previously inquired about the pioneer new material.

Pioneer New Materials stated that Ningbo Pioneer and Happy Investment are holding companies. Its main assets are VDL ranch located in Australia. As of December 31, 2021, Ningbo Pioneer consolidated a caliber net assets of 252 million yuan. In 98 million yuan, the aforementioned net assets have deducted the loan liabilities provided by Pioneer New Materials, and the net assets of VDL Company were calculated by the net assets of VDL (the loan of its own bank loan) was enough to cover the guarantee amount provided by Pioneer New Materials.

In response to the anti -guarantee agreement, Pioneer New Materials stated that it had previously signed the "Anti -Guarantee Agreement" with Happy Investment, Ningbo Pioneer, and Lu Fangfu. Provide anti -guarantee for joint liability, and the anti -guarantee period is two years from the expiration of the compensation obligations that the auto -related party should respond to the new materials.

Pioneer New Materials believes that the "Anti -Guarantee Agreement" clearly stipulates Ningbo Pioneer, Happy Investment, Lu Xianfang's consent and voluntarily providing a joint liability to the Pioneer New Materials with all its own assets. Of course, all assets of Ningbo Pioneer and Happy Investment include VDL assets under the name of wholly -owned holding subsidiaries.

In addition, Pioneer New Materials stated that a special group has been set up internally.

"The special group consists of the personnel of the Department of Internal Audit, the Finance Department, and the Securities Department to track the relevant matters of the affiliated company's loans, including the use of bank loans, the changes in related anti -guarantee assets, etc., and the changes in related anti -guarantee assets have paid close attention to. Previously urged the controlling shareholders and related parties to raise funds as soon as possible and repay in time to control the risks of the association guarantee and ensure that the interests of listed companies and small and medium shareholders are not violated. "Pioneer new materials said.

Daily Economic News

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