Recently, the Hubei Securities Regulatory Bureau of Hubei Three Gorges New Building Materials Co., Ltd. is referred to as Three Gorges New Materials**600293.SH) independent directors Guo Jihong, Jiang Xiaodan and Liu Xin issued a warning letter, and the violation was that the three did not attend the third interim board meeting of Three Gorges New Materials in 2023, nor did they entrust other independent directors to attend the meeting on their behalf.
Because most of the shares held and controlled by Xu Xizhong, the original actual controller of Three Gorges New Materials, have been auctioned and have lost their status as controllers, Dangyang City Investment, the largest shareholder of Three Gorges New Materials, proposed to convene an interim board of directors to elect a new director to obtain the status of the actual controller of Three Gorges New Materials. However, the above-mentioned matters did not reach half of the total number of directors due to the affirmative votes, and were not deliberated by the interim board of directors.
*: Photo.comFailing to attend the board of directors, three independent directors of Three Gorges New Materials received warning letters
According to Article 20 of the Measures for the Administration of Independent Directors of Listed Companies (hereinafter referred to as the "Administrative Measures"), independent directors shall attend the meeting of the board of directors in person. If the independent directors are unable to attend the meeting in person for any reason, the independent directors shall review the meeting materials in advance, form clear opinions, and entrust other independent directors to attend the meeting in writing.
On December 11, the Hubei Securities Regulatory Bureau issued a warning letter to Guo Zhuhong, Jiang Xiaodan and Liu Xin, the independent directors of Three Gorges New Materials. The Hubei Securities Regulatory Bureau believes that Guo Zhenghong, Jiang Xiaodan, and Liu Xinfa did not attend the third interim board meeting of Three Gorges New Materials in 2023, nor did they entrust other independent directors to attend the meeting on their behalf, which violated the relevant provisions of the "Management Measures". Previously, due to the above-mentioned violations, the Shanghai Stock Exchange issued regulatory warnings to Guo Jihong, Jiang Xiaodan, and Liu Xinfa.
According to the announcement, at the suggestion of Dangyang Urban Investment, Zhang Jinkui, chairman of Three Gorges New Materials, convened and presided over the third interim board meeting of Three Gorges New Materials in 2023, which was held at 9 a.m. on November 29, 2023 in combination with on-site meetings and communication voting. There were 9 directors who should attend the meeting, and 6 actually participated in the meeting, more than half of the total number of directors, and independent directors Jiang Xiaodan, Guo Qihong and Liu Xinfa did not attend the meeting. The proposals deliberated at the board meeting included the "Proposal on the Early General Election of the Board of Directors" and the "Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders in 2023".
Dangyang Chengtou nominated Xie Pule, Min Yang, Liu Zhengbin, Wang Yanni, Pan Lin and Zhou Yang as non-independent director candidates for the 12th board of directors of Three Gorges New Materials, and nominated Lu Ping, Wang Xiaoning and Lu Yipin as independent director candidates for the 12th board of directors of Three Gorges New Materials, and proposed to convene an extraordinary general meeting of shareholders.
Regarding the above proposal, Zhang Jinkui, Liu Zhengbin, Liu Yimin, and Yang Xiaoping, directors of Three Gorges New Materials, were in favor, and directors Xu Zewei and Xu Zeming were opposed. Because the affirmative votes did not reach half of the total number of directors, both motions were not passed for deliberation.
On December 1, the Shanghai Stock Exchange issued a regulatory letter to Three Gorges New Materials, requiring the absent directors to explain the reasons for their absence. In this regard, the independent directors and Three Gorges New Materials have their own opinions.
The independent directors said that the board of directors did not arrange an online meeting and could not express their opinions without participating in the discussion, and the proposal of the interim board of directors did not comply with the provisions of the company's articles of association. In addition, Jiang Xiaodan, an independent director, stated that before the meeting, Zhang Jinkui and other relevant persons communicated with him, and he clearly expressed his support for the company's work in accordance with laws and regulations, but until the end of the meeting, the other two INEDs did not agree to authorize him to express his opinions on his behalf, resulting in his final inability to express independent opinions on behalf of the INEDs.
Three Gorges New Materials said that the notice and organization of the meeting were in line with the "Articles of Association" and the "Rules of Procedure of the Board of Directors", and the independent director Liu Xinfa proposed that he hoped to get in touch with the meeting site and express his opinions in the first way, Zhang Jinkui adopted Liu Xinfa's requirements and suggestions, arranged for the board office to access the first system, and announced the temporary adjournment of the board of directors. In the end, the three independent directors did not attend the meeting on the day of the meeting for various reasons. Three Gorges New Materials believes that the above reasons of independent directors are not valid, and do not constitute a reason for the absence of the board of directors.
Involving a change of control
Xu Xizhong was originally the actual controller of Three Gorges New Materials, Hainan Zongxuanda Industrial Investment *** hereinafter referred to as Hainan Zongxuanda and Dangyang Guozhongan Investment *** hereinafter referred to as Dangyang Guozhongan) are Xu Xizhong's concerted actors. As of December 5, 2021, Xu Xizhong, Hainan Zong Xuanda, and Dangyang Guozhongan held a total of 32.6 billion shares, accounting for 28 percent of the total share capital of Three Gorges New Materials at that time14%。In November 2020, Three Gorges New Materials issued an announcement saying that Xu Xizhong was criminally detained on suspicion of fraudulently obtaining loans.
On December 21, 2021, due to a pledge dispute between Xu Xizhong, the court transferred the Three Gorges New Materials 1 directly held by Xu Xizhong through judicial auction0.4 billion shares;On March 7, 2022, the Three Gorges New Materials 0. held by Xu Xizhong was transferred through a judicial ruling transfer5.2 billion shares.
On August 19, 2023, the court transferred the Three Gorges New Materials held by Xu Xizhong through a judicial auction procedure5.1 billion shares;On September 15, 2023, due to the case of a pledge contract dispute between Guoxin ** shares *** and Hainan Zongxuanda and Xu Xizhong**, the court transferred the Three Gorges New Materials held by Hainan Zongxuanda through the judicial auction procedure6.4 billion shares.
After the successful judicial auction of the above shares, the shares of Three Gorges New Materials controlled by Xu Xizhong fell to 05.5 billion shares, accounting for 4 percent of the total share capital of Three Gorges New Materials77%, Xu Xizhong is no longer the actual controller of Three Gorges New Materials.
As of December 4, 2023, Dangyang Chengtou is the largest shareholder of Three Gorges New Materials, holding 1884% of the shares. Dangyang Construction Investment Holding Group (hereinafter referred to as Dangyang Construction Investment) is the third largest shareholder of Three Gorges New Materials, holding 565% of the shares. In addition, on October 7, 2023, Dangyang Construction Investment and Dangyang Urban Investment signed the "Voting Rights Entrustment Agreement" and "Concerted Action Person Agreement", and transferred their holdings of Three Gorges New Materials 5The voting rights corresponding to 65% of the shares are entrusted to Dangyang City Investment. Dangyang City Investment and Dangyang Construction Investment hold a total of 2449% of the shares.
For the relevant proposals of the interim board of directors, the directors who voted in favor said that Dangyang Chengtou proposed that the current board of directors should be re-elected in advance to obtain the status of the actual controller of Three Gorges New Materials, on the one hand, it is to exercise the rights of the company's largest shareholder, and on the other hand, it is also to perform its duties as the company's main shareholder, and changing the company's actual controller is conducive to maintaining the company's stability.
Directors Xu Zewei and Xu Zeming, who voted against it, said that two re-elections within a year are not conducive to the stability and development of the company. According to the announcement, due to the expiration of the term of office of the 10th board of directors and the board of supervisors of Three Gorges New Materials on June 22, 2023, the term of office of the 11th board of directors of Three Gorges New Materials will start on May 18, 2023. However, according to the announcement of Three Gorges New Materials, Xu Zewei is the son of Xu Xizhong, the original actual controller of Three Gorges New Materials, and his vote against may be related to the change of control.
However, Xu Zewei and Xu Zeming's opposition does not seem to prevent the Yichang SASAC from moving into the Three Gorges New Materials. After the proposal of Dangyang Urban Investment, on December 2, Three Gorges New Materials held the first interim board of supervisors, and deliberated and passed the "Proposal on the Early General Election of the Board of Supervisors" and "Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders of the Company in 2023" with 3 votes in favor and 0 votes against.
Three Gorges New Materials will hold an extraordinary general meeting of shareholders at 14 o'clock on December 20, at which time, Dangyang City Investment will directly submit to the extraordinary general meeting of shareholders in accordance with laws and regulations to consider the "Proposal on the Early General Election of the Board of Directors".