"He wants to pursue a family system and speak in one voice. I tend to establish a sound corporate structure and establish a modern enterprise management system." Chen Baohua told this reporter on the 16th that this is the most fundamental reason for their disagreement... Zhou Minghua However, he did not agree with this. On the evening of the 16th, he said to the reporter that "it is not such a thing."
“The hero of Huahai Pharmaceuticals should be respected, but I hope everyone can view the problem objectively.†Chen Baohua said to the “First Financial Dailyâ€.
Chen Baohua is the chairman of Zhejiang Huahai Pharmaceutical Co., Ltd. (600521.SH, hereinafter referred to as “Huahai Pharmaceuticalâ€). On April 16th, Chen Baohua accepted the reporter’s report at the company’s office in Linhai Yuqiao Development Zone. An interview was conducted for the first time to reveal to the media the stories behind the appalling grudges of Huahai Pharmaceutical.
Chen Baohua, who was slightly tired in his words, said that what happened in recent days made him feel very heavy. “I could have ignored this matter and was doing my best to improve the business. However, if things develop further, they are not fair to the company and shareholders. ."
“I also hope to have a good result. As a shareholder of Huahai, this situation today is something that everyone does not want to see.†On the afternoon of the 16th, at the end of the phone, Zhou Minghua told reporters that he had been silent for a long time.
As one of the founders of Huahai Pharmaceuticals, Zhou Minghua withdrew from the management layer of Huahai Pharmaceutical in April last year. After a year, Zhou Minghua proposed a proposal to the shareholders meeting of Huahai Pharmaceuticals, hoping to change his commitment not to engage in pharmaceutical business, and The proposal to increase the distribution of year-end profits is considered to be a concentrated outbreak of conflict between Zhou Minghua and Chen Baohua.
Brothers could not face each other on April 14, the Linhai International Hotel and Huahai Pharmaceutical held a 2007 shareholders meeting, the second largest shareholder Zhou Minghua submitted the "Proposal to Request Changes in Mr. Zhou Minghua's Proposal to Shareholders" and "About The "Proposal for the Company's 2007 Profit Distribution Plan" has gathered the attention of numerous small shareholders in Huahai Pharmaceutical.
As one of the main sponsors of Huahai Pharmaceuticals, Zhou Minghua made a promise when the company's stock was listed: during its period of being a controlling shareholder or a major shareholder of a joint-stock company, or being recognized as an actual controller by laws and regulations, it will not in any way Directly or indirectly participate in any business or activity that competes with a stock company and does not in any way engage in or produce any business activity that is the same or similar to or replaces the products of the company.
However, things are changing. April 13, 2007, Huahai Pharmaceutical 2006 annual shareholders meeting for the election of the board of directors. At that time, there were 16 shareholders and shareholder representatives attending the meeting. The total number of shares representing the effective voting rights accounted for 65.39% of the total share capital. The result of the voting showed that Chen Baohua received support for 99.47% of the shares on the spot. Zhou Minghua received only 43.40% of the approval rate. Zhou Minghua withdrew from the board of directors and was immediately dismissed as the general manager, but Chen Baohua still served as chairman of the board. Interestingly, in this vote, the fund, including Zhou Minghua, voted for Chen Baohua and Chen Baohua did not vote for Zhou Minghua.
Zhou Minghua subsequently faded out of public view, but its shares in Huahai Pharmaceuticals remained basically unchanged. According to the Wind data, as of December 31, 2007, Chen Baohua holds 26.10% of the equity, and Zhou Minghua holds 24.20% of the shares.
“Over the past year or so, Mr. Chen and Mr. Zhou have not communicated in any way directly. Therefore, the contradictions between the two people have been deeper and deeper.†An executive of Huahai Pharmaceutical disclosed to the reporter on the 16th, two The contradiction between the bosses seems to have intensified into a situation that is incompatible with the situation. Zhou Minghua’s idea of ​​“self-reliance†is precisely the open intensification of this contradiction.
In the proposal, Zhou Minghua stated that when he made the above undertaking, he was holding the position of vice chairman and general manager of the joint-stock company, directly participating in the company's management and management activities, and in accordance with relevant regulations, he should have faithful obligations to the company. Now that the objective situation has undergone major changes, the basic preconditions for fulfilling the above-mentioned commitments no longer exist."
“I have been engaged in the pharmaceutical industry, I have great enthusiasm for the pharmaceutical industry, and I have invested a lot of effort and wisdom. My labor skills are mainly concentrated in the pharmaceutical industry, and the above commitments will cause me to lose all my continuing to engage in the pharmaceutical industry. Opportunity, it is obviously unfair.†Zhou Minghua expressed his original intention to amend the commitment.
At the general meeting of shareholders, many individual shareholders attending the meeting also expressed their own opinions and hoped to find a "win-win" solution to the contradictions between the two major shareholders. However, after fierce talks for more than four hours, the results still caused Zhou Minghua to be quite lost. Both of the two proposals were not approved. They agreed that the number of votes only accounted for 6.75% and 39.90% of the total number of shares with effective voting rights at the general meeting, and the abstention voting accounted for 83.29% and 52.04% of the total number of shares with effective voting rights at the general meeting.
Zhou Minghua told the reporter on the evening of the 14th that he was ready for his thoughts. “I believe they didn’t have this gut, but it happened and it made me very disappointed.â€
Huahai Pharmaceutical Co., Ltd. Like smoke in the past 1983, when the age of 21 Chen Baohua and Xiaoming his 2-year-old Zhou Minghua took the school gate of Zhejiang Institute of Chemical Technology (later changed to Zhejiang Industrial University), these two relations have been very good "Brothers" encourage each other, must work hard, "mix out personal samples."
In that year, Chen Baohua was assigned to Zhejiang Haimen Pharmaceutical Factory (now Zhejiang Hisun Pharmaceutical Co., Ltd.). He successively worked as a technician and deputy section chief of the quality inspection department. Zhou Minghua was assigned to the Taizhou caustic soda factory and worked as a technician and workshop director. Chief of the Technical Section.
The two ambitious young people soon felt the shackles of the state-owned enterprise mechanism on their talents. After weighing several times, in order to realize their personal value, they decided to go out and see what they had done and do something for themselves.
On December 29, 1988, Chen Baohua, Zhou Minghua, Weng Jinyu, and Wang Qiang signed a capital contribution agreement and each funded 12,500 yuan to jointly establish the Linqiao Yongqiao Synthetic Chemical Plant with a registered capital of 50,000 yuan; on May 16, 1989, Chen Baohua and Zhou Ming Hua, Weng Jinyi, and Wang Qiang signed the equity transfer agreement. Weng Jinjun and Wang Qiang respectively transferred their respective 12,500 yuan to Chen Baohua and Zhou Minghua.
The history of "Huahai Shuangxiong" co-existed and developed. On December 13, 1991, the name of Linhai Shiqiao Synthetic Chemical Factory was changed to Linhai Huahai Synthetic Chemical Factory. Even though the company’s form and name changed again and again, it never left the word “Hua Haiâ€. A Huahai Pharmaceutical executive disclosed to the reporter that the word “Hua†was derived from the name of the two of them. “At that time, Their feelings are really profound."
On March 4, 2003, Huahai Pharmaceutical officially entered the A-share market. For Chen Baohua and Zhou Minghua, besides making a substantial increase in their own net worth, the more important thing is that from now on, “Hua Hai†is no longer allowing a few individuals or families to “fight and stirâ€, but has become a family. In the public company, the shares held by both of them were changed to 29.15%.
Things began to subtle changes. “Because of the good conditions after the listing, Chen Zong and Zhou Zong have their own independent offices. The opportunities for communication are few, and the contradictions begin to accumulate. Of course, their feelings for Huahai Pharmaceutical are the same, and how their main business is developed. It is still relatively agreeable, but differences have begun to appear in the governance structure of the company, said the executive.
"He wants to engage in a family system and speak in one voice. I prefer to establish a sound corporate structure and establish a modern enterprise management system." Chen Baohua told this reporter on the 16th that this is the most fundamental reason for their disagreement. He believes that In his view, in order to further promote the development of Huahai Pharmaceutical, it must rely on the strength of the team.
Zhou Minghua did not agree with this. On the evening of the 16th, he said to the reporter that “it was not such a thingâ€. He thought that at the time he could not have the idea of ​​a “family system.†The difference between the two was that the company’s development path was in accordance with The taste of the capital market is still taking its own path and taking into account the needs of the capital market. “The current situation of Huahai Pharmaceuticals is rather monopolized.â€
The above executives of Huahai Pharmaceutical disclosed that during Zhou Minghua’s appointment as general manager of the company, he was still relatively strong. During the period from September 2006 to March 2007, Chen Baohua’s power was basically overridden and was no longer relevant. The status of specific affairs, "There was even an announcement with the board of directors to withdraw from the board of directors and Huahai Pharmaceuticals."
Zhou Minghua said that it is Chen Baohua who does not want to control himself. “The board of directors has the work of the board of directors, the management has the work of the management, and the two sides perform their dutiesâ€.
According to another senior executive of the company, in the second half of 2006, the company had made amendments to the articles of association and changed the company’s legal representative from the chairman to the general manager. According to its constitution, the general manager “acts during the period when the board of directors is not in session. The legal representative, on behalf of the company to sign external documents, contracts, agreements, etc. - This provision is still relatively rare in the current listed companies.
Chen Baohua also confirmed this statement to this reporter, but he secretly failed to explain what caused the decision to come back and regain control of Huahai Pharmaceutical.
At the meeting of the board of directors on March 20, 2007, Chen Baohua put forward two proposals to strengthen the functions of the board of directors and raise the salary of the general manager, and put forward three suggestions for the next general manager: First, do not engage in related transactions; second, do not engage in "Family system"; Third, the average growth rate of 25% within 3 years. And said "If Zhou Minghua can promise to do it, he is willing to withdraw."
The above executives revealed that Zhou Minghua was disgusted with several proposals and proposals. He did not choose to accept the above three conditions and succeeded the general manager. He chose to withdraw from the board of directors and withdraw from Huahai Pharmaceutical. However, Zhou Minghua disclosed that "not exactly this situation." He believes that Chen's proposal is not for the company to consider, but proceed from personal interests. "He even raised the request for an annual increase of 30%. As a general manager, I can only Efforts can not be made by military order to ensure that it is very helpless."
The next thing, Chen Baohua thinks that it is natural that shareholders will naturally choose the general manager that will benefit them and the company's development. "The voting at the shareholders' meeting on April 13 is just a process, or even a form. Zhou Minghua's withdrawal from the board of directors is his own. The choice is that my joint fund has forced him out of the board. This is purely nonsense."
Yesterday, Zhou Minghua told this reporter that he did not voluntarily withdraw from the board of directors. “Management can compete for posts. How can the board of directors voluntarily withdraw? After all, I have more than 20% of the shares and should have two seats in the board of directors.â€
WHERE THE CONTROL OF CONTROLLING RIGHTS WHERE WHEN HWAH Pharma is just on the market, Chen Baohua once expressed with confidence that the listing can dilute the impact of one person's departure on the company. Before the listing, once a person withdraws, another person is likely to give up, which is dangerous for the company. However, after the listing, the company established a modern enterprise system, and everything was transferred to the shareholders' meeting for decision-making. The manager can also be said to be temporary. Therefore, the individual's stay will not bring fatal blows to Hua Hai.
Four years later, the saying goes, the good brothers finally chose to break up after joining forces for more than 10 years, even to the point where they were incompatible.
At the shareholders meeting, Zhou Minghua once said publicly: “If you don’t give me the last chance to engage in the pharmaceutical industry, it will only increase my resentment of Hua Hai! I’m left with only two paths: Choose to sell the shares of Huahai, or find ways to increase the holding of Huahai stocks, and continue to recapture the management rights of Huahai, then Huahai will become a battlefield for control, no matter what kind of results are more detrimental to Huahai shareholders, I also do not want to see The result."
However, after the proposal was not passed, Zhou Minghua was deeply involved. For future ideas, Zhou Minghua once told reporters on the evening of the 14th, "I haven't thought about it yet."
At the shareholders’ meeting on the 14th, an individual shareholder who has long held Huahai Pharmaceutical shares even proposed a “win-win†ideal for both Zhou Minghua and Chen Baohua: continue to let Chen Baohua to run Huahai Pharmaceuticals, and another from the joint stock company. It allocated one to two million yuan to Zhou Minghua, allowing him to engage in equity investment for Huahai Pharmaceuticals and increase Huahai Pharmaceutical's earnings. The two people each got their own positions, and there was no need for a dispute over the shareholding, which affected the development of Huahai Pharmaceutical.
“This is not possible.†Chen Baohua repeatedly emphasized to the reporter on the afternoon of the 16th. Since the development of the matter to this day, it has been impossible for both parties to have face-to-face peace talks.
It is not impossible for Zhou Baohua to change his promise, but it is necessary to have a premise that his right to speak in Huahai Pharmaceutical cannot affect the development of the company. “You hold so many shares of the company on the one hand. To engage in competition with the industry, this is unfair to other shareholders of Huahai Pharmaceutical."
“Nothing in Huahai Pharmaceutical has always been a pity, but now, Huahai Pharmaceutical can still be better developed and the company will not stop there.†The above-mentioned executives of Huahai Pharmaceutical said that he hopes that both people can find it. Its own position creates a more relaxed environment for the development of Huahai Pharmaceutical.
Prior to this, Zhou Minghua had alleged that Chen Baohua was suspected of violating the rules, and Chen Baohua bought shares before the publication of the annual report. In response, Chen Baohua admitted to this reporter that he did violate the regulations. The public information disclosed on the SSE shows that on March 14 this year, Chen Baohua actually bought 49,373 shares of Huahai Pharmaceutical at an average price of 23.09 yuan, with a total investment of up to 1.14 million yuan, holding a total of 60,130,555 shares after the holdings, accounting for 26.52% of the total share capital.
“Before the secretary secretaries had told me, but the time was not confirmed. I later forgot that when I bought it, there was no other idea. If I want to engage in the equity dispute, how can I buy tens of thousands of shares? , but also take such a big risk?†he asked back.
Chen Baohua said that after buying stocks, he reported to the Exchange. If necessary, he will also explain to the supervisory department on this matter. As for how to deal with the stocks bought, he is willing to accept the recommendations of the regulators and even Punishment.
According to the Circular on Preparing 2007 Annual Reports and Related Work of Listed Companies issued by the China Securities Regulatory Commission on December 28, 2007, the notice required that “annual and annual performance announcements or results disclosures be disclosed within 30 days prior to the disclosure of the 2007 annual report. Within the first 10 days, directors, supervisors, senior management personnel and other insider information insiders of listed companies may not buy or sell company shares.
An expert who has long studied the capital market at Zhejiang University stated that at present, it seems that there is no solution to the dispute between Huahai Pharmaceutical and the two shareholders. Two people can discuss a proposal to reduce the impact of Zhou Minghua on the company to a sufficiently low level. "Chen Minghua's reduction of shares is one way, but this will affect the secondary market. Another way is that Zhou Minghua can promise to freeze the voting rights of the Huahai Pharmaceuticals he holds, but this also requires him. Can agree that this is an ethical category."
"Of course, if Zhou Minghua wants to regain control of the company, theoretically, it is also possible. He can join strategic investors in holding stocks in the secondary market. However, whether or not he can eventually enter the company will depend on the votes of shareholders. ."
On the afternoon of the 16th, Zhou Minghua emphasized once again to this reporter that he was very clear about the company’s feelings. Today, this result is something that everyone does not want to see. He believes that there are two reasons for this situation. One is that the rules of the supervisory authorities are not perfect, and the second is that "the dispute resolution must adopt a gentle method, and neither party can deprive the other party of its most basic rights."
After meditation for a long time, Zhou Minghua told this reporter that he still has to work hard to maintain his basic rights and said he must think about it.
“The hero of Huahai Pharmaceuticals should be respected, but I hope everyone can view the problem objectively.†Chen Baohua said to the “First Financial Dailyâ€.
Chen Baohua is the chairman of Zhejiang Huahai Pharmaceutical Co., Ltd. (600521.SH, hereinafter referred to as “Huahai Pharmaceuticalâ€). On April 16th, Chen Baohua accepted the reporter’s report at the company’s office in Linhai Yuqiao Development Zone. An interview was conducted for the first time to reveal to the media the stories behind the appalling grudges of Huahai Pharmaceutical.
Chen Baohua, who was slightly tired in his words, said that what happened in recent days made him feel very heavy. “I could have ignored this matter and was doing my best to improve the business. However, if things develop further, they are not fair to the company and shareholders. ."
“I also hope to have a good result. As a shareholder of Huahai, this situation today is something that everyone does not want to see.†On the afternoon of the 16th, at the end of the phone, Zhou Minghua told reporters that he had been silent for a long time.
As one of the founders of Huahai Pharmaceuticals, Zhou Minghua withdrew from the management layer of Huahai Pharmaceutical in April last year. After a year, Zhou Minghua proposed a proposal to the shareholders meeting of Huahai Pharmaceuticals, hoping to change his commitment not to engage in pharmaceutical business, and The proposal to increase the distribution of year-end profits is considered to be a concentrated outbreak of conflict between Zhou Minghua and Chen Baohua.
Brothers could not face each other on April 14, the Linhai International Hotel and Huahai Pharmaceutical held a 2007 shareholders meeting, the second largest shareholder Zhou Minghua submitted the "Proposal to Request Changes in Mr. Zhou Minghua's Proposal to Shareholders" and "About The "Proposal for the Company's 2007 Profit Distribution Plan" has gathered the attention of numerous small shareholders in Huahai Pharmaceutical.
As one of the main sponsors of Huahai Pharmaceuticals, Zhou Minghua made a promise when the company's stock was listed: during its period of being a controlling shareholder or a major shareholder of a joint-stock company, or being recognized as an actual controller by laws and regulations, it will not in any way Directly or indirectly participate in any business or activity that competes with a stock company and does not in any way engage in or produce any business activity that is the same or similar to or replaces the products of the company.
However, things are changing. April 13, 2007, Huahai Pharmaceutical 2006 annual shareholders meeting for the election of the board of directors. At that time, there were 16 shareholders and shareholder representatives attending the meeting. The total number of shares representing the effective voting rights accounted for 65.39% of the total share capital. The result of the voting showed that Chen Baohua received support for 99.47% of the shares on the spot. Zhou Minghua received only 43.40% of the approval rate. Zhou Minghua withdrew from the board of directors and was immediately dismissed as the general manager, but Chen Baohua still served as chairman of the board. Interestingly, in this vote, the fund, including Zhou Minghua, voted for Chen Baohua and Chen Baohua did not vote for Zhou Minghua.
Zhou Minghua subsequently faded out of public view, but its shares in Huahai Pharmaceuticals remained basically unchanged. According to the Wind data, as of December 31, 2007, Chen Baohua holds 26.10% of the equity, and Zhou Minghua holds 24.20% of the shares.
“Over the past year or so, Mr. Chen and Mr. Zhou have not communicated in any way directly. Therefore, the contradictions between the two people have been deeper and deeper.†An executive of Huahai Pharmaceutical disclosed to the reporter on the 16th, two The contradiction between the bosses seems to have intensified into a situation that is incompatible with the situation. Zhou Minghua’s idea of ​​“self-reliance†is precisely the open intensification of this contradiction.
In the proposal, Zhou Minghua stated that when he made the above undertaking, he was holding the position of vice chairman and general manager of the joint-stock company, directly participating in the company's management and management activities, and in accordance with relevant regulations, he should have faithful obligations to the company. Now that the objective situation has undergone major changes, the basic preconditions for fulfilling the above-mentioned commitments no longer exist."
“I have been engaged in the pharmaceutical industry, I have great enthusiasm for the pharmaceutical industry, and I have invested a lot of effort and wisdom. My labor skills are mainly concentrated in the pharmaceutical industry, and the above commitments will cause me to lose all my continuing to engage in the pharmaceutical industry. Opportunity, it is obviously unfair.†Zhou Minghua expressed his original intention to amend the commitment.
At the general meeting of shareholders, many individual shareholders attending the meeting also expressed their own opinions and hoped to find a "win-win" solution to the contradictions between the two major shareholders. However, after fierce talks for more than four hours, the results still caused Zhou Minghua to be quite lost. Both of the two proposals were not approved. They agreed that the number of votes only accounted for 6.75% and 39.90% of the total number of shares with effective voting rights at the general meeting, and the abstention voting accounted for 83.29% and 52.04% of the total number of shares with effective voting rights at the general meeting.
Zhou Minghua told the reporter on the evening of the 14th that he was ready for his thoughts. “I believe they didn’t have this gut, but it happened and it made me very disappointed.â€
Huahai Pharmaceutical Co., Ltd. Like smoke in the past 1983, when the age of 21 Chen Baohua and Xiaoming his 2-year-old Zhou Minghua took the school gate of Zhejiang Institute of Chemical Technology (later changed to Zhejiang Industrial University), these two relations have been very good "Brothers" encourage each other, must work hard, "mix out personal samples."
In that year, Chen Baohua was assigned to Zhejiang Haimen Pharmaceutical Factory (now Zhejiang Hisun Pharmaceutical Co., Ltd.). He successively worked as a technician and deputy section chief of the quality inspection department. Zhou Minghua was assigned to the Taizhou caustic soda factory and worked as a technician and workshop director. Chief of the Technical Section.
The two ambitious young people soon felt the shackles of the state-owned enterprise mechanism on their talents. After weighing several times, in order to realize their personal value, they decided to go out and see what they had done and do something for themselves.
On December 29, 1988, Chen Baohua, Zhou Minghua, Weng Jinyu, and Wang Qiang signed a capital contribution agreement and each funded 12,500 yuan to jointly establish the Linqiao Yongqiao Synthetic Chemical Plant with a registered capital of 50,000 yuan; on May 16, 1989, Chen Baohua and Zhou Ming Hua, Weng Jinyi, and Wang Qiang signed the equity transfer agreement. Weng Jinjun and Wang Qiang respectively transferred their respective 12,500 yuan to Chen Baohua and Zhou Minghua.
The history of "Huahai Shuangxiong" co-existed and developed. On December 13, 1991, the name of Linhai Shiqiao Synthetic Chemical Factory was changed to Linhai Huahai Synthetic Chemical Factory. Even though the company’s form and name changed again and again, it never left the word “Hua Haiâ€. A Huahai Pharmaceutical executive disclosed to the reporter that the word “Hua†was derived from the name of the two of them. “At that time, Their feelings are really profound."
On March 4, 2003, Huahai Pharmaceutical officially entered the A-share market. For Chen Baohua and Zhou Minghua, besides making a substantial increase in their own net worth, the more important thing is that from now on, “Hua Hai†is no longer allowing a few individuals or families to “fight and stirâ€, but has become a family. In the public company, the shares held by both of them were changed to 29.15%.
Things began to subtle changes. “Because of the good conditions after the listing, Chen Zong and Zhou Zong have their own independent offices. The opportunities for communication are few, and the contradictions begin to accumulate. Of course, their feelings for Huahai Pharmaceutical are the same, and how their main business is developed. It is still relatively agreeable, but differences have begun to appear in the governance structure of the company, said the executive.
"He wants to engage in a family system and speak in one voice. I prefer to establish a sound corporate structure and establish a modern enterprise management system." Chen Baohua told this reporter on the 16th that this is the most fundamental reason for their disagreement. He believes that In his view, in order to further promote the development of Huahai Pharmaceutical, it must rely on the strength of the team.
Zhou Minghua did not agree with this. On the evening of the 16th, he said to the reporter that “it was not such a thingâ€. He thought that at the time he could not have the idea of ​​a “family system.†The difference between the two was that the company’s development path was in accordance with The taste of the capital market is still taking its own path and taking into account the needs of the capital market. “The current situation of Huahai Pharmaceuticals is rather monopolized.â€
The above executives of Huahai Pharmaceutical disclosed that during Zhou Minghua’s appointment as general manager of the company, he was still relatively strong. During the period from September 2006 to March 2007, Chen Baohua’s power was basically overridden and was no longer relevant. The status of specific affairs, "There was even an announcement with the board of directors to withdraw from the board of directors and Huahai Pharmaceuticals."
Zhou Minghua said that it is Chen Baohua who does not want to control himself. “The board of directors has the work of the board of directors, the management has the work of the management, and the two sides perform their dutiesâ€.
According to another senior executive of the company, in the second half of 2006, the company had made amendments to the articles of association and changed the company’s legal representative from the chairman to the general manager. According to its constitution, the general manager “acts during the period when the board of directors is not in session. The legal representative, on behalf of the company to sign external documents, contracts, agreements, etc. - This provision is still relatively rare in the current listed companies.
Chen Baohua also confirmed this statement to this reporter, but he secretly failed to explain what caused the decision to come back and regain control of Huahai Pharmaceutical.
At the meeting of the board of directors on March 20, 2007, Chen Baohua put forward two proposals to strengthen the functions of the board of directors and raise the salary of the general manager, and put forward three suggestions for the next general manager: First, do not engage in related transactions; second, do not engage in "Family system"; Third, the average growth rate of 25% within 3 years. And said "If Zhou Minghua can promise to do it, he is willing to withdraw."
The above executives revealed that Zhou Minghua was disgusted with several proposals and proposals. He did not choose to accept the above three conditions and succeeded the general manager. He chose to withdraw from the board of directors and withdraw from Huahai Pharmaceutical. However, Zhou Minghua disclosed that "not exactly this situation." He believes that Chen's proposal is not for the company to consider, but proceed from personal interests. "He even raised the request for an annual increase of 30%. As a general manager, I can only Efforts can not be made by military order to ensure that it is very helpless."
The next thing, Chen Baohua thinks that it is natural that shareholders will naturally choose the general manager that will benefit them and the company's development. "The voting at the shareholders' meeting on April 13 is just a process, or even a form. Zhou Minghua's withdrawal from the board of directors is his own. The choice is that my joint fund has forced him out of the board. This is purely nonsense."
Yesterday, Zhou Minghua told this reporter that he did not voluntarily withdraw from the board of directors. “Management can compete for posts. How can the board of directors voluntarily withdraw? After all, I have more than 20% of the shares and should have two seats in the board of directors.â€
WHERE THE CONTROL OF CONTROLLING RIGHTS WHERE WHEN HWAH Pharma is just on the market, Chen Baohua once expressed with confidence that the listing can dilute the impact of one person's departure on the company. Before the listing, once a person withdraws, another person is likely to give up, which is dangerous for the company. However, after the listing, the company established a modern enterprise system, and everything was transferred to the shareholders' meeting for decision-making. The manager can also be said to be temporary. Therefore, the individual's stay will not bring fatal blows to Hua Hai.
Four years later, the saying goes, the good brothers finally chose to break up after joining forces for more than 10 years, even to the point where they were incompatible.
At the shareholders meeting, Zhou Minghua once said publicly: “If you don’t give me the last chance to engage in the pharmaceutical industry, it will only increase my resentment of Hua Hai! I’m left with only two paths: Choose to sell the shares of Huahai, or find ways to increase the holding of Huahai stocks, and continue to recapture the management rights of Huahai, then Huahai will become a battlefield for control, no matter what kind of results are more detrimental to Huahai shareholders, I also do not want to see The result."
However, after the proposal was not passed, Zhou Minghua was deeply involved. For future ideas, Zhou Minghua once told reporters on the evening of the 14th, "I haven't thought about it yet."
At the shareholders’ meeting on the 14th, an individual shareholder who has long held Huahai Pharmaceutical shares even proposed a “win-win†ideal for both Zhou Minghua and Chen Baohua: continue to let Chen Baohua to run Huahai Pharmaceuticals, and another from the joint stock company. It allocated one to two million yuan to Zhou Minghua, allowing him to engage in equity investment for Huahai Pharmaceuticals and increase Huahai Pharmaceutical's earnings. The two people each got their own positions, and there was no need for a dispute over the shareholding, which affected the development of Huahai Pharmaceutical.
“This is not possible.†Chen Baohua repeatedly emphasized to the reporter on the afternoon of the 16th. Since the development of the matter to this day, it has been impossible for both parties to have face-to-face peace talks.
It is not impossible for Zhou Baohua to change his promise, but it is necessary to have a premise that his right to speak in Huahai Pharmaceutical cannot affect the development of the company. “You hold so many shares of the company on the one hand. To engage in competition with the industry, this is unfair to other shareholders of Huahai Pharmaceutical."
“Nothing in Huahai Pharmaceutical has always been a pity, but now, Huahai Pharmaceutical can still be better developed and the company will not stop there.†The above-mentioned executives of Huahai Pharmaceutical said that he hopes that both people can find it. Its own position creates a more relaxed environment for the development of Huahai Pharmaceutical.
Prior to this, Zhou Minghua had alleged that Chen Baohua was suspected of violating the rules, and Chen Baohua bought shares before the publication of the annual report. In response, Chen Baohua admitted to this reporter that he did violate the regulations. The public information disclosed on the SSE shows that on March 14 this year, Chen Baohua actually bought 49,373 shares of Huahai Pharmaceutical at an average price of 23.09 yuan, with a total investment of up to 1.14 million yuan, holding a total of 60,130,555 shares after the holdings, accounting for 26.52% of the total share capital.
“Before the secretary secretaries had told me, but the time was not confirmed. I later forgot that when I bought it, there was no other idea. If I want to engage in the equity dispute, how can I buy tens of thousands of shares? , but also take such a big risk?†he asked back.
Chen Baohua said that after buying stocks, he reported to the Exchange. If necessary, he will also explain to the supervisory department on this matter. As for how to deal with the stocks bought, he is willing to accept the recommendations of the regulators and even Punishment.
According to the Circular on Preparing 2007 Annual Reports and Related Work of Listed Companies issued by the China Securities Regulatory Commission on December 28, 2007, the notice required that “annual and annual performance announcements or results disclosures be disclosed within 30 days prior to the disclosure of the 2007 annual report. Within the first 10 days, directors, supervisors, senior management personnel and other insider information insiders of listed companies may not buy or sell company shares.
An expert who has long studied the capital market at Zhejiang University stated that at present, it seems that there is no solution to the dispute between Huahai Pharmaceutical and the two shareholders. Two people can discuss a proposal to reduce the impact of Zhou Minghua on the company to a sufficiently low level. "Chen Minghua's reduction of shares is one way, but this will affect the secondary market. Another way is that Zhou Minghua can promise to freeze the voting rights of the Huahai Pharmaceuticals he holds, but this also requires him. Can agree that this is an ethical category."
"Of course, if Zhou Minghua wants to regain control of the company, theoretically, it is also possible. He can join strategic investors in holding stocks in the secondary market. However, whether or not he can eventually enter the company will depend on the votes of shareholders. ."
On the afternoon of the 16th, Zhou Minghua emphasized once again to this reporter that he was very clear about the company’s feelings. Today, this result is something that everyone does not want to see. He believes that there are two reasons for this situation. One is that the rules of the supervisory authorities are not perfect, and the second is that "the dispute resolution must adopt a gentle method, and neither party can deprive the other party of its most basic rights."
After meditation for a long time, Zhou Minghua told this reporter that he still has to work hard to maintain his basic rights and said he must think about it.
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