A few days ago, Pulutong (002769) held a board meeting, and three directors were absent. The company thus received a letter of concern from the Shenzhen Stock Exchange.
Due to the absence of directors, all directors held important positions in Pulutong's former controlling shareholder Green Gold Investment, and Pulutong had previously stated that it was promoting the reorganization of the board of directors. The market generally speculated that the absence of the relevant directors may be related to the disputes between the new and old controlling shareholders of Pulutong.
On October 21, Pulutong responded to the Shenzhen Stock Exchange's letter of concern, striving to break the controversial rumors of new and old controlling shareholders. Pulutong said that the reason why the above three directors failed to attend the company's board meeting was mainly because the new crown epidemic occurred in Huadu District, Guangzhou, and it needed to support local epidemic prevention and control work.
It is worth noting that due to the impact of the epidemic, Pulutong's main business has been greatly challenged in recent years, and the company's performance has declined sharply. Under this circumstance, like many listed companies that are in trouble with performance growth, Pulutong has begun to catch up with the "trend" of cross-border new energy. Can this move help the company "relief"?
3 directors collectively absent from the board of directors meeting. Pulutong received a letter of concern from the Shenzhen Stock Exchange
On October 18, Pulutong issued an announcement to announce the sixth meeting of the fifth board of directors held by the company on October 17.
A total of 5 proposals were reviewed and passed by the Pulutong Board of Directors at this meeting, involving the proposed by-election of non-independent directors, the proposed replacement of independent directors, the adjustment of members of the special committees of the fifth board of directors of the company, the proposed establishment of a wholly-owned subsidiary, and the request to convene the second extraordinary general meeting of shareholders in 2022.
It is worth noting that 8 people should have participated in the voting at this meeting, but the actual number of people participating in the voting was only 5. Wang Zhendong, Vice Chairman of Pulutong, Director Hu Zhongliang, and Director Li Guangwei did not attend the meeting, and the above three people did not entrust others to vote on their behalf.
Three directors were absent at a board meeting, which quickly attracted the attention of regulatory authorities. On October 19, the Shenzhen Stock Exchange issued a letter of concern to Pulutong, asking Pulutong to explain the issues such as "whether the procedures for the company's board meeting are in compliance with the regulations, the reasons why the above three directors did not attend the meeting and did not appoint others to vote, and whether the directors did not attend the meeting have disputes and disputes over this board resolution."
not present director's resume sparked speculation in the market. Pulutong said that his absence was due to supporting the epidemic
Pulutong's former controlling shareholder is Green Gold Investment.
At the end of 2018, Pulutong's actual controller Chen Shuzhi and shareholder Zhang Yun transferred a total of 10.66% of the company's shares to Green Gold Investment. Afterwards, Chen Shuzhi entrusts all the voting rights corresponding to his remaining 19.18% of the company's shares to Green Gold Investment. As a result, Green Gold Investment controlled about 30% of Pulutong's voting rights and became its controlling shareholder. Pulutong's actual controller has also been changed from Chen Shuzhi to Guangzhou Municipal People's Government .
However, in March this year, due to the expiration of the voting rights entrustment between Chen Shuzhi and Green Gold Investment, Green Gold Investment did not increase its holdings through effective means during the voting rights entrustment period and became the largest shareholder of Pulutong, the control of Pulutong has changed again. Pulutong founder Chen Shuzhi thus became the company's new controlling shareholder and actual controller.
While issuing an announcement on the change of control, Pulutong also stated that Chen Shuzhi and Green Gold Investment will determine the re-election of the company's board of directors and supervisory boards and other related follow-up matters as soon as possible, and complete the smooth transition of control as soon as possible.
In June this year, the secretary of the board of directors of Pulutong revealed to investors on the interactive platform about the company's reform of the board of directors. In July, Wu Liyang, the current chairman of Green Gold Investment, announced his resignation as director, chairman, convener of the strategic committee and member of the nomination committee, and nominated him after his resignation.
It is worth noting that the three directors absent from the board meeting were all nominated by Green Gold Investment, and all three of them hold important positions in Green Gold Investment.According to Pulutong, Wang Zhendong serves as vice chairman and general manager of Green Gold Investment; Hu Zhongliang serves as deputy general manager of Green Gold Investment, and also serves as general manager of Guangzhou Guanghua Fund Management Co., Ltd., executive director of Guangzhou Jinkong Huadu Commercial Factoring Co., Ltd., and executive director of Guangzhou Guanghua Asset Management Co., Ltd.; Li Guangwei serves in Green Gold Investment, and is also the general manager of Guangzhou Guanghua Asset Management Co., Ltd., a related company of Green Gold Investment, and is also the general manager of Guangzhou Guanghua Asset Management Co., Ltd., Guangzhou Jinkong Huadu Commercial Factoring Co., Ltd., and director of Guangzhou Zhongjian Green Financial Holding Construction Investment Co., Ltd.
In addition, among the matters reviewed and approved by the above-mentioned board meeting, three proposals are related to changes in board personnel. According to the announcement, the Board of Directors of Pulutong decided to nominate Fu Guanqiang as the company's independent director candidate; and Ni Weixiong as the company's fifth non-independent director candidate. The two director candidates to be nominated are recommended by Chen Shuzhi, the current controlling shareholder of Pulutong. After the board of directors agrees to the above candidates approved by the shareholders' meeting, Pulutong also plans to make partial adjustments to the members of the company's special committees of the fifth board of directors.
In combination with the news that Pulutong had previously revealed that the company was promoting the reorganization of the board of directors, the above "coincidence" triggered various speculations in the investment market about the absence of the meeting of Pulutong. Some investors said, "Not attending the meeting may be a dispute with Lao Chen (Chen Shuzhi, the current controlling shareholder of Pulutong)."
On October 21, Pulutong responded to the letter of concern issued by the Shenzhen Stock Exchange, saying that the relevant directors absent from the board meeting was because of the needs of epidemic prevention and control. It said that the reason why Wang Zhendong, Hu Zhongliang and Li Guangwei missed the board meeting held on October 17 was mainly because of the new crown epidemic in Huadu District, Guangzhou, and the above three directors need to support local epidemic prevention and control work. The reply also stated that for personal prudent reasons, Wang Zhendong, Hu Zhongliang and Li Guangwei did not entrust other non-independent director representatives to vote or express their opinions.
Although Pulutong explained in his reply that the above three directors were absent from the company's board meeting and did not appoint others to vote, some investors still said: "Doesn't entrust others to vote on their behalf, or does it mean that they are emotional?"
former controlling shareholder controls the board of directors. There are hidden concerns about the stability of Pulutong's control
Hexun Finance noticed that Pulutong's board of directors has been quite slow. It has been more than half a year since the company's control change, but the number of directors nominated by Green Gold Investment (Wang Zhendong, Hu Zhongliang, Li Guangwei, Chen Jianhua, Zhang Junsheng) still accounts for more than half of the seats on the board of directors of Pulutong. When the company's board of directors is controlled by the former controlling shareholder Green Gold Investment, once the new and old controlling shareholders of Pulutong have differences, it may lead to the company's major decisions being unable to proceed smoothly, which will have an adverse impact on the company's operations.
The incident of three directors nominated by Green Gold Investment in Pulutong collectively absent from the company's board meeting has aroused the attention of the investment market and also reflects that investors are generally concerned about whether the control of Pulutong can be smoothly transitioned.
In addition, although Chen Shuzhi is the largest shareholder of Pulutong, his shareholding ratio does not widen a large gap with Green Gold Investment. According to the financial report, as of June 30 this year, Chen Shuzhi held 17.18% of Pulutong's shares, while Green Gold Investment controlled 10.66% of Pulutong's shares (5.38% of direct shares and 5.29% of indirect shares through Juzhi Communication). The shareholding ratios of the two are only 6.52%. If Green Gold Investment intends to compete for control of the company, then Pulutong may face a "war of control" between new and old shareholders. Once this "war" starts, the company's control will be in a state of unstable long-term, and its daily operations and stock prices will be affected.
performance is returned to the listing. Can cross-border new energy "relief"
data shows that Pulutong was listed in 2015. The company is mainly engaged in comprehensive supply chain management services. Its main business involves B2B supply chain management in the ICT field, B2B supply chain management in the medical device field, financial leasing, cross-border e-commerce, municipal infrastructure, etc.
In recent years, due to the impact of the epidemic, Pulutong's supply chain service business has been greatly challenged, and the company's revenue and net profit have both declined sharply. In terms of employment performance, Pulutong's current performance is even worse than before its listing.In 2015, Pulutong achieved revenue of 3.712 billion yuan and net profit of 170 million yuan. In 2021, Pulutong achieved revenue of 2.572 billion yuan and net profit of only 36.7045 million yuan, and the "regression" was very obvious.
In this case, Pulutong will focus on the new energy track. In 2021, Pulutong established Shenzhen Purui Times Energy Co., Ltd. (hereinafter referred to as "Purrui Times") and invested in Guangdong Xibainian Supply Chain Technology Co., Ltd. (hereinafter referred to as "Xibainian Supply Chain"); in 2022, Pulutong established Shenzhen Puyu Times New Energy Technology Co., Ltd. (hereinafter referred to as "Puryu Times"). Among them, Purui Times' business involves the field of new energy photovoltaic power generation, Puyu Times' business involves energy storage project development, energy storage power station investment and power station operation, Xibainian supply chain business mainly provides supply chain logistics solutions for 3C batteries, power batteries, new energy vehicle , photovoltaic , new energy energy storage and other companies.
In fact, not only ordinary roads, many listed companies that are in trouble with performance growth are gathering in "cross-border" new energy. According to incomplete statistics, since the beginning of this year, at least more than 20 companies have announced their entry into the new energy industry, including listed companies such as Zhengbang Technology (002157), King Kong Glass (300093), and Black Sesame (000716).
Under the influence of energy conservation and environmental protection concepts, people pay more and more attention to new energy. Coupled with the strong support of national policies to the new energy industry and the best-selling of new energy vehicles, the logic of the hot new energy track is not difficult to understand. It is understandable that listed companies that are in performance difficulties want to "break the deadlock" by using cross-border new energy.
But it should be noted that as one of the hottest tracks this year, the number of players in the new energy field is increasing dramatically, and the track has gradually become crowded. Under this circumstance, if ordinary roads enter the new energy field, they will inevitably face a relatively severe market competition.
In addition, the new energy field has high requirements for the technical and financial strength of enterprises. On the one hand, photovoltaic power generation, energy storage, and lithium batteries all require a certain amount of technical accumulation; on the other hand, due to strong influence of downstream demand, the current price of lithium battery materials has risen significantly, which is quite challenging the financial strength of enterprises.
As of now, Pulutong entered the new energy track at the end of last year. The company has no research experience related to new energy before, and it will take time to accumulate technology. In terms of funds, as of June 30 this year, Pulutong's debt-to-asset ratio has reached 71.61%, and it is facing considerable debt repayment pressure. It remains to be seen whether it can successfully free up funds to open up the road for new energy business.
In July this year, Puyu Times won the bid for the lithium iron phosphate battery system project of the Institute of Electrical Research of the Chinese Academy of Sciences, which set a good start for the company's new energy business development. However, if you want to go long-term, it may also depend on whether it can solve the financial problems needed to develop new energy and make a difference in new energy technology.
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