The sole director and the shareholder are mutually exclusive. There are no winners, only losses, and a few who suffer losses. The first is all shareholders of Vanke. Baoneng’s book income from holding Vanke shares also greatly reduced. Followed by Liu Yongwei and Watson, the loss is reputation and reputation. The fact that the stock price of Vanke fell, did damage the legitimate rights and interests of all shareholders, including small and medium shareholders. This should be something that Liu Yuwei and Hua Sheng never imagined.
For a long time, the fate between the independent directors and shareholders of most listed companies was relatively shallow: when nominating single-choice candidates, the vast majority of shareholders did not participate, leaving large shareholders to worry about; when the independent directors were elected, they did not join in and let the majority shareholders make arrangements for. However, Vanke is a bit unusual, and the fate between the independent director and the shareholders is rather special, and it creates a movement to calm the market.
There is no winner
Two years ago, Baoneng Group and China Resources Group were struggling to compete for Vanke's top spot. Huasheng, who was an independent director at Vanke, said that China Resources’ gossip had even been with the Baoneng Group for a long time. This caused Vanke's stock price to jump up and down, and the brave shareholders took the opportunity to make money and timidly flesh out. After half a year's ebbing, in January 2018, Vanke’s independent directors and shareholders reverted to spearheading the second-largest shareholder, holding about 25% of the company's shares, and smashing on China Resources, which is no longer a shareholder. This time, Vanke’s current and retired independent directors personally performed the show.
Let me talk about the current independent director Liu Shuwei. She wrote an open letter to the China Securities Regulatory Commission and Chairman Liu to the effect that Yu Shenghua holds 6.89% of Wanke’s shares through seven asset management plans. These assets are due to expire soon. China has not been liquidated after delay. This is a violation of regulations. The Securities and Futures Commission and Chairman Liu must preside over justice. Without waiting for the SFC to deliver a speech, Sheng Shenghua immediately issued an announcement and smashed Liu Yiwei to the effect that the asset management plan expired. However, these plans have already signed supplementary agreements with relevant parties and cleared the accounts. The period is extended. As far as the extension is concerned, it will not tell you that all these actions are legal. In the first round of each other, Liu Dongwei, the sole director, took the disadvantage. The winner was Bao Sheng's Sheng Shenghua.
Liu Weiwei was still unwilling to make a series of remarks. He repeatedly questioned Yu Shenghua’s clarification announcement: Who is the “related party”? Without the approval of the securities regulator, who has the right to "prolong the liquidation period of the aforementioned asset management plan"? What laws, regulations and regulations do these activities comply with? Why is it not legally announced to "prolong the liquidation period of the aforementioned asset management plan"? Even Vanke’s management did not know until the publication of “Letter to the Securities and Futures Commission and Chairman Liu Shiyu” was made public. Why is there so much courage? For Liu Yiwei’s stunned moment, Lou Shenghua chose silence. In the second round, Liu Yaowei seemed to have the upper hand.
Vanke’s resigned independent director Dong Huasheng could not calm himself. On the morning of Ching Ming Festival this year, Weibo’s voice was announced: Baoneng Group’s acquisition of China Vanke and the former Chairman of the China Insurance Regulatory Commission’s former Chairman Xiang Junbo’s case are related; Baoneng Group’s illegal use of insurance funds; The asset management plan will be postponed for other reasons. Baoneng Group issued a statement that night: Xiang Junbo's case had no connection with the company and its affiliates, and the company had no economic interest relationship with Xiang Junbo; Qianhai Life Insurance invested Vanke shares legally and compliantly; The plan to dispose Vanke shares and asset management plan for liquidation plan of the asset management plan was based on relevant laws and regulations of the state, soliciting the opinions of multiple parties and making it carefully, which reflected Baoneng Group's efforts to maintain the stability of the capital market and safeguard the interests of all shareholders. Responsibility.
Watson’s vocalization seems to have played a stimulating role. Liu Yongwei accused the company of “Bangeng's “Color Revolution” on April 8 this year: Baoneng used huge amount of insurance funds and bank funds to damage the real economy; Baoneng Holdings CSG took away. Entrepreneurial team caused its performance to deteriorate, suspected of wholly-owned holding of Qianhai Life Insurance, and obtained Zheshang Bank’s illegal capital contribution. After CR Land’s land transfer price of RMB 10.9 billion was transferred to Baoneng in 2015 for more than RMB 400 million, the latter began to Buying Vanke shares will take away China Resources’s largest shareholder position in half a year. She suggested that relevant departments investigate Baoneng’s behavior, confiscating the shares of the listed company and making profits according to law, and turn it over to the state treasury. China Resources Land immediately retracement: The related content of Liu Yongwei's involvement in CR Land acquisition is out of context and is inconsistent with the facts. It lacks basic logic and common sense.
In fact, the independent director and the shareholders have no choice but to win each other. The first is all shareholders of Vanke. At the end of the first trading day after the end of January, the real estate sector generally rose, Vanke A's share price fell 5.73%, and the market value evaporated more than 24 billion yuan a day. The first trading day after the Ching Ming Festival, the real estate sector index fell 0.89%, Vanke shares fell 3.60%, the market value evaporated more than 13 billion. Baoneng’s book income from holding Vanke shares also greatly reduced. Followed by Liu Yongwei and Watson, the loss is reputation and reputation. The fact that the share price of Vanke fell, did damage the legitimate rights and interests of all shareholders, including small and medium shareholders. It should be that Liu Yuwei and Hua Sheng never imagined.
Forgot your heart
It is no accident that the outcome of a two-pocket defeat is not an accident. From the outset, this incident was doomed to not have a good ending. Why do you say that? Because the independent directors Liu Weiwei, Watson and the shareholders in each other, have forgotten the beginning of the heart!
What is the initial heart of an independent director? The “Guidance Opinions on Establishing an Independent Director System in Listed Companies” of the CSRC stipulates that independent directors should perform their duties conscientiously in accordance with relevant laws and regulations, this guidance, and the company’s articles of association, and safeguard the company’s overall interests, paying particular attention to the legality of small and medium shareholders. The rights and interests are not compromised. Among these, "maintaining the company's overall interests, especially paying attention to the legitimate rights and interests of small and medium shareholders is not harmed" is the initial heart of independent directors.
The behavior of the independent director Liu Weiwei and Baoneng did not safeguard the company's overall interests, nor did it protect the legitimate rights and interests of small and medium shareholders. On the contrary, it undermined the interests of shareholders. Liu Junwei’s request was not reasonable. She mentioned that “regardless of whether the asset management plan was extended at that time should be retired”. There is no legal basis. The asset management plan is essentially a contractual relationship. If the two parties reach an agreement to extend, it is not necessary. The mandatory provisions of the law should not interfere. Liu Yuwei said that the basis is only a departmental rule, not enough to deny the validity of the continuation of the contract.
The behavior of Hua Sheng Bao Baoneng also harmed the interests of all shareholders. When it was vocalizing, it did not produce relevant evidence and it was difficult to convince everyone. As an independent director who has left office soon, he should treat matters related to Vanke more cautiously and should be more cautious in his voice.
Looking again at Baoneng, as a shareholder at the beginning, the heart is undoubtedly the realization of the maximization of benefits However, Sheng Shenghua’s performance is indeed somewhat self-willed. On the one hand, it continues to be optimistic about Vanke’s development prospects and believes that Vanke’s share price will rise, so it will extend the liquidation period; on the other hand, it does not actively disclose that the liquidation period has been extended. Information, and this information has a greater impact on the company's stock price. At least to the present, Vanke's share price is in a downtrend channel. As a result, the interests of all shareholders have been damaged.
Public interest is not too large
Do not forget the beginning of the heart, have to always. Both the sole director and the shareholders must keep in mind their own early minds and always guide their own words and deeds with their own standards.
As far as the independent director is concerned, it is necessary to protect the interests of the company as a whole and the interests of all shareholders, especially the interests of small and medium shareholders, as a starting point, prohibit the use of part of the interest of shareholders, and prohibit allegations from happening on a single occasion.
As far as the shareholders are concerned, we must take the maximization of their own interests as a starting point and earn legitimate interests in accordance with the rules of the game of the capital market. We must not manipulate the market and do anything wrong.
In order not to forget the beginning of the heart, independent directors and shareholders must always pay attention to their words and deeds, so that their words and deeds serve the beginning of heart. Therefore, one must be honest and trustworthy, and the other must be diligent and diligent; third, do more investigation and research; and fourth, perform due process.
Imagine if Liu Xiaowei did some research in advance, she might not write an open letter, and she wouldn't interact with Sheng Shenghua. If Yu Shenghua promptly disclosed the information of the deferred liquidation, it might not be incurred. Liu Dongwei, an independent director, was paralyzed; if Liu Xiaowei knew things through the information management plan through Vanke, he might not marry her; if he left alone, Dong Huasheng could speak out and he could come up with relevant evidence. In a truthful way, the Baoneng Group can't look back. If the above-mentioned “if” is achieved, the fate between Vanke’s independent directors and shareholders will not be so special. Even if the fate is a little shallower, it will be much stronger than the “vengeance”.
The difference is insignificant. Everyone can only practice the “early heart” without compromise, and the initial heart can be achieved as expected. Otherwise, it is really “a thousand miles”.