No wind, no wave. The domestic "LDE Lighting First Share", which is seeking transformation, is currently witnessing the market speculation by Qinshang Optoelectronics (002638.SZ), which recently flashed its controlling shareholder and forced the vice chairman of the board.
The "China Business News" reporter recently tried to further understand the deeper hidden feelings behind the controlling shareholder's forced death to the director of the listed company, but the other party responded that the secretary-general was out of business and could not respond. The interview letter sent by the reporter has not been answered as of the date of publication.
Some analysts believe that the major shareholder wants to remove the vice chairman's storm, or just a small episode in the direction of the transformation of the photoelectric. For Qinshang Optoelectronics itself, the problem that needs to be solved now is how to coordinate the development pattern of the dual main business.
Vice chairman is proposed to remove
On September 6, Qinshang Optoelectronics issued two announcements to announce that the controlling shareholder Qinshang Group intends to remove Zhao Jun, the vice chairman. Qinshang Optoelectronics stated that Qinshang Group proposed to remove Mr. Zhao Jun’s director and vice chairman, and remove the duties of its members of the Strategy Committee, the Remuneration and Appraisal Committee and the Nominating Committee. Take over.
At the same time, Mr. Deng Junhong was nominated as a candidate for director of the company for a term of office from the date of approval of the general meeting of shareholders to the expiration of the term of the current board of directors. The reasons for the recall given in the announcement are: full consideration of the future strategic development of Qinshang Optoelectronics, the industrial layout, the reasons for the company's transformation, and the advice of the company's board of directors.
On September 9, the board of directors of Qinshang Optoelectronics reviewed and passed the proposal on the removal of the vice chairman of the controlling shareholder. However, if the controlling shareholder can be dismissed successfully, it is necessary to look at the "face" of the small and medium-sized shareholders. The fourth general meeting of shareholders to be held on September 26 will be decided to take the recall.
But why should the major shareholder publicly disclose the individual executives of the listed company? "According to Articles 99 and 37 of the Company Law, shareholders have the right to review the procedures at the general meeting of shareholders and replace the non-employee representatives.
Therefore, the major shareholder of Qinshang Optoelectronics proposed a proposal to replace the directors with a new director candidate. The behavior of the major shareholder is the normal behavior of exercising shareholder rights. The replacement can be determined by the shareholders' meeting.
If the major shareholder proposes only the recall motion and does not involve the replacement issue, such a proposal itself does not comply with the provisions of the company law, and the company's board of directors may refuse to submit the proposal to the general meeting for voting. Wang Zhibin, a lawyer at Shanghai Minglun Law Firm, said to the reporter.
Internal contradiction
A person familiar with the matter disclosed to reporters that behind the dismissal of major shareholders, it originated from the salary issue of Vice Chairman Zhao Jun.
“The contract of the vice chairman is about to expire, but the salary of the listed company has not been negotiated. On the other hand, the term of the vice chairman on the board of directors has not expired. In this way, the vice chairman’s Staying is a problem, and the two sides are in a stalemate. In desperation, there is a scene in which the major shareholder proposes to dismiss the vice chairman.†It is worth noting that the timing of the major shareholder’s removal of the vice chairman’s storm is exactly the same. The transition to the education industry.
Under the background of the slowdown in the development of the LED industry, some LED lighting companies have chosen to pursue the development of the second main business, and Qinshang Optoelectronics is no exception, and its choice cuts into the education industry.
On August 19 this year, Qinshang Optoelectronics announced that the company has issued a share purchase to purchase 100% of Guangzhou Longwen Education and has completed the transfer. Guangzhou Longwen Education has become a wholly-owned subsidiary of Qinshang. As a result, Qinshang also announced that the company has realized the dual main business layout of semiconductor lighting products and university K12 counseling services.
The insider further stated that Qinshang Optoelectronics will shift from the LED industry to the education industry in the future, but the process of transformation will involve related interest issues, and the transformation of the company by the old employees may be mixed with dissatisfaction.
Xiao Ming, an analyst at the Guangzheng Hengsheng Securities Research Institute, believes that it is impossible to simply dismiss the major shareholder as the vice chairman. "The current external calibre is that the company will still operate in two main businesses. How to develop the original LED industry in the future, may depend on the layout of the education sector, and listed companies will not immediately divest the LED business in the short term. â€
Double main business transformation to be solved
The major shareholder tried to remove the vice chairman's storm, or just a small episode of the transformation of the photoelectric industry. Market participants believe that the most pressing issue for the company is how to coordinate the development of the dual main business.
Pacific Securities analyst Wang Wenjing said in a recent research report that the contradiction between "educational genes" and "capital operations" should be resolved in the transformation of Qinshang Optoelectronics.
"The company's original business does not have an educational gene, but the company has penetrated into the most difficult area of ​​K12. How to restructure the company's leadership and manage the planning education service business is a difficult point for future development. Although it can be continuously operated from the capital operation level. Putting in educational assets and growing rapidly, but the operation, coordination and future strategic layout of educational assets are the most crucial factors for the success and sustainable development of the transformation.†Xiao Mingliang also said that the current domestic education market has great potential for development. In 2015, the market size was 1.6 trillion yuan, and education policy will gradually be released. The next five years of education market growth is very impressive.
It is worth mentioning that although Li Xuliang, the founder of Qinshang Optoelectronics, has withdrawn from the management of listed companies, its control over listed companies has increased. In early 2014, Li Xuliang was forced to resign as the chairman and general manager of the listed company due to the penalties for the listed company's related party transactions not being disclosed in time, and also to clear the obstacles to the capital operation of the listed company.
However, Li Xuliang did not completely retreat afterwards. The reporter noticed that in the investigation of the two reception agencies of Qinshang Optoelectronics this year, Li Xuliang appeared on the reception list, and his identity was annotated as “the actual controller of the listed companyâ€. It is rare for other listed companies to be investigated by Li Xuliang, such as the actual control personnel.
At the same time, Li Xuliang also intends to consolidate his control over the listed company. For example, in the merger and acquisition plan for Guangzhou Longwen Education, Qinshang Optoelectronics also raised financing for Li Xuliang and others. Among them, Li Xuliang and his sister Li Shuxian spent 972 million yuan to participate in the subscription, and more than half of the fixed financing amount.
"Founder Li Xuliang took so much money to participate in the increase, and fixed shares for three years, it should be said that it is optimistic about the transformation and development of listed companies in the next few years, otherwise it is impossible to invest so much money in listed companies." Xiao Mingliang think.
In the original article published by Gaogong LED official WeChat: record the industry changes, in the first half of the year, LED listed company "nine most", Qinshang Optoelectronics was labeled "most cross-border" label.
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