Every hot comment | For listed companies with extremely chaotic governance, we should strengthen regulatory intervention

On June 28, ST Shuguang (SH600303, stock price was 3.28 yuan, and a market value of 2.216 billion yuan) released the announcement of the 2021 Annual Shareholders' Conference Resolution. All 7 proposals were passed, but it was all in favor of the danger of just over half of the ticket. On June 30th, a WeChat public account called "Shuguang 600303 Board of Directors" disclosed another version of ST Shuguang 2021 Annual shareholders' meeting resolution announcement. Behind the opposite resolutions is the dispute over the control of ST dawn.

The author believes that the governance is in a chaotic listed company, and the regulatory intervention and guidance should be strengthened.

Last year, the listed company intends to acquire the wholly -owned subsidiary of Huatai Automobile Group, Tianjin Meiya New Energy assets, which constitutes a related transaction. Essence Some shareholders jointly summoned the first interim shareholders meeting in 2022, and at the meeting of the "Proposal on Termination of Assets", "Proposal about the Non -Independent Directors of the Tenth Board of Directors, etc." At the same time, the new board of directors composed of Liu Quan and others was elected, and 1,351 shareholders were attended by the meeting, accounting for 34%of the total number of voting rights of the company. The conference adopted the Shanghai Stock Exchange's network voting system.

However, the current control of ST dawn is currently controlled, and the board of directors of Gong Da is the chairman of the palace. The ST Shuguang 2021 shareholders' meeting appeared in two versions of the decision announcement, which was formed under the situation of the double board of directors.

It is necessary to distinguish the legitimacy of the shareholders 'own meeting of the shareholders' meeting, or to hear the referee for a long time. However, the exchange and the securities regulatory authorities are professional departments after all. The ins and outs of the matter should be more spectacular. From the rights of shareholders to the beginning of the meeting of the shareholders' meeting, they should predict that the two boards may be formed.

The author suggested that the exchanges and local securities regulatory bureaus should send members to participate in the supervision and guidance of the shareholders 'meeting of shareholders' own shareholders 'meeting in accordance with the law, and issue opinions on whether the shareholders' meeting violates the regulations. If the opinion is that the shareholders' meeting does not have violations of laws and regulations, then the announcement of the decision of the shareholders' meeting should naturally be effective. Even if one party does not recognize it, the court can be submitted to the court referee, but this will not affect the results of the listed company's resolution of the shareholders' meeting. The exchanges and the securities regulatory authorities do not bear civil liability.

Related transactions are a fuse that causes the chaotic governance of ST Shuguang Company. Dahua Accounting Firm has issued a full and appropriate audit evidence on the fairness of the above -mentioned affiliated transactions. The "Internal Control Audit Report" of negative opinions directly led to other risk warnings of the company's shares. In addition, ST Shuguang disclosed on July 2 that the "center evaluation company" unilaterally withdrew the scanning part of the "Tianjin Meiya's part of the asset market value asset assessment report", the reason is that "the shareholders of your company's shareholders have compared with this acquisition matters compared to this acquisition. Disputes.

It should be said that if ST dawn continues to promote the affiliate transaction, there may be flaws or even unsatisfactory procedures and content. And take the initiative to retreat and cancel the affiliate transaction, perhaps the key to solve the contradictions of all parties. Everything is good to discuss. As long as all parties are re -elected by setting up a common goal of building a legal board of directors, the two -headed board of directors can be combined to reduce it into a board of directors.

It can be seen from this case that the current legal rules are also necessary to modify and improve. For example, the Shanghai Stock Exchange stipulates that the transaction amount is more than 30 million yuan and accounts for a connected transaction with an absolute value of more than 5%of the net assets of the audited net assets of more than 5%, and the transaction is required to submit the transaction to the shareholders' meeting for review. There are vulnerabilities in this regulation. The controlling shareholders of listed companies can be transformed into zero and through small and smaller affiliated transactions to avoid shareholders' review, thereby achieving benefits of transportation. Therefore, the author suggested that as long as some shareholders have proposed a proposal to review the shareholders' meeting on the affiliated transaction plan, listed companies must hold the board of directors for this purpose.

Civil accountability of directors must be improved. Article 112 of the "Company Law" stipulates that the decision of the board of directors violates laws, administrative regulations or corporate articles of association, and shareholders' meeting resolutions, causing serious losses to the company, and the directors participating in the resolution are liable for compensation for the company. However, it has been proven that the objection and recorded in the conference recorded in the voting, and the director may be exempted from responsibility.

How can a listed company have a major losses that have led to major losses? Listed companies or boards may not be willing to account for accountability. These aspects need to be clearly clarified in order to implement legal responsibilities. As long as the responsibility of the director is implemented, the directors naturally do not dare to release the affiliated transactions with suspected benefits to the existence of benefits.

In short, A -share investors have become stronger and stronger, and examples of convening of shareholders' meetings have also increased, which has even led to the chaotic situation of the double board board. In this regard, the relevant departments should predict and intervene in advance to prevent the formation of the two boards. For those who have formed a double -headed board, they must strengthen the daily supervision and guidance of listed companies to prevent the chaos from intensifying, and to promote the reconciliation of all parties, guide the listing of listings in a timely manner The company returned to the track of health governance.

Daily Economic News

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