When we walked into the K-shaped 24-floor new building located at Nannan Road, Nanshan District, Shenzhen, Konka Group Co., Ltd. (hereafter referred to as “Konkaâ€) was able to feel the uneasiness and tension behind the calmness of the surface. The door of the original open office was closed, and the middle and high-level relationship was sometimes whispering.
From May 28th to June 18th, Konka experienced an unforgettable historical moment in just 20 days: from the “controlling†of the board of directors of small and medium shareholders, the chairman of the Board of Directors with no industry experience to Zhang Min, and to brewing equity Inspire the "change the sky" trilogy, and then to the chairman of the board of directors Zhang Min lightning resigned, the major shareholder OCT nominator Liu Fengxi elected chairman, small and medium shareholder layout executive team, former general manager of Konka Digital Tablet Division Liu Dan returned to Konka as president, Song Zhenhua and Lin Hongyi became Vice President of Konka to achieve "phase balance", and Konka's story is constantly showing new changes.
As a veteran traditional household appliance company established in 1980, Konka is experiencing the transition from the traditional enterprise to the Internet. When performance declines, it has to deal with the impact of Internet companies such as Xiaomi and LeTV in the smart TV field. The infighting of OCT OCT, Konka’s original management team, and small and medium shareholders was in fact a battle for control of listed companies under the bull market. It was also the result of reform forces and conservative forces in the conflict game. .
Since the beginning of this year, China's stock market has experienced a bull market. Since the third quarter of last year, the Shanghai Composite Index has risen to around 5,000 points from around 2000. The stock price of Konka also rose from about RMB 5 per share in the third quarter of last year to an average price of RMB 30.17 per share when it was suspended on June 12 this year. There are people inside the OCT, a major shareholder, who think that these small and medium-sized shareholders come from speculation.
At present, this battle between the two sides is still in progress.
Small and medium shareholders successfully counterattack
From the holding of the 2014 annual general meeting of shareholders on May 28, Konka is no longer calm. The results of the re-election on the same day were: Zhao Qingjun, Song Zhenhua, Chen Yuehua, Liu Fengxi were the non-independent directors of the 8th Board of Directors, Zhang Min, Xiao Zuhei, and Zhang Shuhua were independent directors of the 8th Board of Directors of the Company. Zhang Guanghui and Hao Gang were supervisors of the Supervisory Committee. .
Among them, Zhao Qingjun and Xiao Zunu were nominated by the company's shareholder HOLY TIME GROUP LIM-ITED and Guoyuan Securities Brokerage (Hong Kong) Co., Ltd. Song Zhenhua, Zhang Min, and Zhang Guanghui were nominated for the shareholders NAM NGAI, Xia Rui, Sun Yuxiang, and Cai Guoxin.
The number of directors nominated by small and medium-sized investors exceeds half of the members of the board of directors of the company. This is undoubtedly a major change in the governance structure of Konka. The time when the major shareholder OCT had fully controlled Konka’s board of directors was over.
For a time, various views from both inside and outside of Konka came together. During the investigation of the Shenzhen Economic Observer reporter in Shenzhen, the voices that were brought together included the major shareholder OCT’s “a big loss to Jingzhouâ€, blind arrogance leading to the loss of control of the board of directors; or OCT wanting to One or two "squid" come in to achieve "co-governance" results in many "squid"; or the cumulative voting system required by the new company charter led to the defeat of OCT.
According to Article 85 of the “Articles of Association†of Konka, which was amended on April 25, 2014, the company’s election of directors should be conducted using a cumulative voting system. The cumulative voting system means that when two or more directors are elected, each share held by the shareholder has the same voting rights as the number of attendance attendance. The shareholder can either vote for all voting rights in one election or decentralize the election. The voting system for the selection of directors is determined in turn according to the number of votes obtained. "Compared with the direct voting system, this is a voting method that is beneficial to small and medium shareholders, and helps small and medium-sized shareholders to compete with large shareholders." A lawyer told the Economic Observer newspaper.
Informed sources told the Economic Observer reporter that the way the Konka board of directors accumulatively voted in this general election was indeed well used by the small and medium shareholders. In the current election, including directors and independent directors, a total of 12 people were nominated to participate in the election of 7 board seats. The parties that nominate the directors include both the former board of directors controlled by the OCT Group, the second largest shareholder, and four individual shareholders. Some mid- and small-sized shareholders who participated in the shareholders’ meeting concentrated on 4 nominees, and OCT’s major shareholders dispersed 7 nominees.
In Shenzhen Konka A shares, the reporter saw a proposal for a re-election of the board of directors of Konka Group. According to the content, on May 15, the famous professional investor “Cow San†Huang Mushun submitted an interim proposal to the shareholders meeting of the Konka Group to be held on the 28th of this month. The core content of the proposal is to serve as the requirements of small and medium shareholders in this Konka. At the general meeting of shareholders of the Group, through the reelection of directors and board of supervisors, representatives were elected to enter the board of directors and board of supervisors of Konka Group and participate in the management of Konka Group.
The proposal expressed dissatisfaction with Konka’s business in recent years. For example, the business performance is lacklustre, and the status of the industry continues to decline. We hope to take advantage of the continuous deepening of state-owned enterprise reforms and the emergence of Internet smart TVs to achieve the industrial upgrading and strategic transformation of Konka.
This proposal for the concerted action of small and medium-sized shareholders was widely disseminated. It also listed the list of recommended candidates for directors and supervisors. The candidates for non-independent directors were Zhao Qingjun, Ren Weijie, and Song Zhenhua; the candidates for independent directors were Xiao Zu nuclear and Zhang. Non-employee supervisor candidates are Shi Kairong and Zhang Guanghui. Some small and medium shareholders plan to have a place in the company's management structure. The operation of small and medium shareholders has finally succeeded. The four directors they elected won. Voting result: Song Zhenhua, a non-independent director nominated by small and medium shareholders, agreed that the number of shares accounted for 68.9803% of the shares held by all the shareholders attending the meeting; Zhao Qingjun, agreeing that the number of shares accounted for 94.0439% of the shares held by all the shareholders present at the meeting; Zhang Min, an independent director nominated by small and medium shareholders , The number of shares agreed to account for 66.2898% of the shares held by all shareholders attending the meeting; XiaoZu nuclear agreed that the number of shares represented 55.5596% of the shares held by all shareholders attending the meeting. The number of votes was clearly concentrated.
Zhang Min was once the general manager and chief financial officer of the business department of the securities company of Shenzhen Special Economic Zone, and the general manager of the Credit Investment Guarantee Co., Ltd. of Zigong City. Ms. Zhao Qingjun is a lawyer who was awarded the China Top Ten Lawyer and Annual China Securities Lawyer in 2012. Song Zhenhua is the general manager of the network operation department of the Multimedia Business Department of Konka Group and the general manager of Shenzhen Yi Square Network Technology Co., Ltd. (a smart terminal operation platform of Konka Group). Xiao Zunu is a certified public accountant and currently serves as the managing director of Tianjin Baifuyuan Equity Investment Fund Management Co., Ltd.
Of the four directors recommended by the small and medium shareholders, Song Zhenhua is a person from Konka and is the head of the network operations department under the multimedia business unit. Has been responsible for the cooperation project between Konka and Ali. In March of this year, Konka’s e-commerce brand KKTV announced a strategic cooperation with Alibaba Cloud and officially released the U50 smart TV with Aliyun OS system, which will be launched at Ali’s Tmall flagship store. This negotiation that lasted for half a year finally settled.
The concern raised by Song Zhenhua’s superior position is that the people of Konka didn’t stand at OCT’s side, but instead stood on the side of small and medium shareholders. On June 18th, Song Zhenhua was appointed vice president of Konka by the board of directors, directly from the middle to senior level. The answer seems to surface gradually. According to Xiaoqing, the secretary of Konka's board of directors, Song Zhenhua was responsible for the Internetization of smart TVs and was familiar with the Internet business. Both small and medium shareholders voted for him, hoping that the company would develop toward the Internet + in the future.
However, Konka lacks performance support. The annual report shows that in 2014, the operating income of Shenzhen Konka A was 19.4 billion yuan, a decrease of 2.92% from the 20 billion yuan in 2013. In 2014, Shenzhen Konka A lost 475 million yuan. In fact, this is also the normal situation of Shenzhen Konka A for the past four years. From 2011 to 2013, the net profits of Shenzhen Konka A-bucks were -112 million yuan, -54.09 million yuan, -69.01 million yuan.
OCT Group Corporation is a large-scale central enterprise with an annual sales income of over 40 billion yuan and is also a major shareholder of Konka. According to the introduction of Dong Xiaomi Xiao Qing, OCT currently as a major shareholder of Konka, the total shareholding of the total share capital of 25%, small and medium shareholders from the voting point of view, the total number of shares is close to 27%.
From May 28th to June 18th, Konka experienced an unforgettable historical moment in just 20 days: from the “controlling†of the board of directors of small and medium shareholders, the chairman of the Board of Directors with no industry experience to Zhang Min, and to brewing equity Inspire the "change the sky" trilogy, and then to the chairman of the board of directors Zhang Min lightning resigned, the major shareholder OCT nominator Liu Fengxi elected chairman, small and medium shareholder layout executive team, former general manager of Konka Digital Tablet Division Liu Dan returned to Konka as president, Song Zhenhua and Lin Hongyi became Vice President of Konka to achieve "phase balance", and Konka's story is constantly showing new changes.
As a veteran traditional household appliance company established in 1980, Konka is experiencing the transition from the traditional enterprise to the Internet. When performance declines, it has to deal with the impact of Internet companies such as Xiaomi and LeTV in the smart TV field. The infighting of OCT OCT, Konka’s original management team, and small and medium shareholders was in fact a battle for control of listed companies under the bull market. It was also the result of reform forces and conservative forces in the conflict game. .
Since the beginning of this year, China's stock market has experienced a bull market. Since the third quarter of last year, the Shanghai Composite Index has risen to around 5,000 points from around 2000. The stock price of Konka also rose from about RMB 5 per share in the third quarter of last year to an average price of RMB 30.17 per share when it was suspended on June 12 this year. There are people inside the OCT, a major shareholder, who think that these small and medium-sized shareholders come from speculation.
At present, this battle between the two sides is still in progress.
Small and medium shareholders successfully counterattack
From the holding of the 2014 annual general meeting of shareholders on May 28, Konka is no longer calm. The results of the re-election on the same day were: Zhao Qingjun, Song Zhenhua, Chen Yuehua, Liu Fengxi were the non-independent directors of the 8th Board of Directors, Zhang Min, Xiao Zuhei, and Zhang Shuhua were independent directors of the 8th Board of Directors of the Company. Zhang Guanghui and Hao Gang were supervisors of the Supervisory Committee. .
Among them, Zhao Qingjun and Xiao Zunu were nominated by the company's shareholder HOLY TIME GROUP LIM-ITED and Guoyuan Securities Brokerage (Hong Kong) Co., Ltd. Song Zhenhua, Zhang Min, and Zhang Guanghui were nominated for the shareholders NAM NGAI, Xia Rui, Sun Yuxiang, and Cai Guoxin.
The number of directors nominated by small and medium-sized investors exceeds half of the members of the board of directors of the company. This is undoubtedly a major change in the governance structure of Konka. The time when the major shareholder OCT had fully controlled Konka’s board of directors was over.
For a time, various views from both inside and outside of Konka came together. During the investigation of the Shenzhen Economic Observer reporter in Shenzhen, the voices that were brought together included the major shareholder OCT’s “a big loss to Jingzhouâ€, blind arrogance leading to the loss of control of the board of directors; or OCT wanting to One or two "squid" come in to achieve "co-governance" results in many "squid"; or the cumulative voting system required by the new company charter led to the defeat of OCT.
According to Article 85 of the “Articles of Association†of Konka, which was amended on April 25, 2014, the company’s election of directors should be conducted using a cumulative voting system. The cumulative voting system means that when two or more directors are elected, each share held by the shareholder has the same voting rights as the number of attendance attendance. The shareholder can either vote for all voting rights in one election or decentralize the election. The voting system for the selection of directors is determined in turn according to the number of votes obtained. "Compared with the direct voting system, this is a voting method that is beneficial to small and medium shareholders, and helps small and medium-sized shareholders to compete with large shareholders." A lawyer told the Economic Observer newspaper.
Informed sources told the Economic Observer reporter that the way the Konka board of directors accumulatively voted in this general election was indeed well used by the small and medium shareholders. In the current election, including directors and independent directors, a total of 12 people were nominated to participate in the election of 7 board seats. The parties that nominate the directors include both the former board of directors controlled by the OCT Group, the second largest shareholder, and four individual shareholders. Some mid- and small-sized shareholders who participated in the shareholders’ meeting concentrated on 4 nominees, and OCT’s major shareholders dispersed 7 nominees.
In Shenzhen Konka A shares, the reporter saw a proposal for a re-election of the board of directors of Konka Group. According to the content, on May 15, the famous professional investor “Cow San†Huang Mushun submitted an interim proposal to the shareholders meeting of the Konka Group to be held on the 28th of this month. The core content of the proposal is to serve as the requirements of small and medium shareholders in this Konka. At the general meeting of shareholders of the Group, through the reelection of directors and board of supervisors, representatives were elected to enter the board of directors and board of supervisors of Konka Group and participate in the management of Konka Group.
The proposal expressed dissatisfaction with Konka’s business in recent years. For example, the business performance is lacklustre, and the status of the industry continues to decline. We hope to take advantage of the continuous deepening of state-owned enterprise reforms and the emergence of Internet smart TVs to achieve the industrial upgrading and strategic transformation of Konka.
This proposal for the concerted action of small and medium-sized shareholders was widely disseminated. It also listed the list of recommended candidates for directors and supervisors. The candidates for non-independent directors were Zhao Qingjun, Ren Weijie, and Song Zhenhua; the candidates for independent directors were Xiao Zu nuclear and Zhang. Non-employee supervisor candidates are Shi Kairong and Zhang Guanghui. Some small and medium shareholders plan to have a place in the company's management structure. The operation of small and medium shareholders has finally succeeded. The four directors they elected won. Voting result: Song Zhenhua, a non-independent director nominated by small and medium shareholders, agreed that the number of shares accounted for 68.9803% of the shares held by all the shareholders attending the meeting; Zhao Qingjun, agreeing that the number of shares accounted for 94.0439% of the shares held by all the shareholders present at the meeting; Zhang Min, an independent director nominated by small and medium shareholders , The number of shares agreed to account for 66.2898% of the shares held by all shareholders attending the meeting; XiaoZu nuclear agreed that the number of shares represented 55.5596% of the shares held by all shareholders attending the meeting. The number of votes was clearly concentrated.
Zhang Min was once the general manager and chief financial officer of the business department of the securities company of Shenzhen Special Economic Zone, and the general manager of the Credit Investment Guarantee Co., Ltd. of Zigong City. Ms. Zhao Qingjun is a lawyer who was awarded the China Top Ten Lawyer and Annual China Securities Lawyer in 2012. Song Zhenhua is the general manager of the network operation department of the Multimedia Business Department of Konka Group and the general manager of Shenzhen Yi Square Network Technology Co., Ltd. (a smart terminal operation platform of Konka Group). Xiao Zunu is a certified public accountant and currently serves as the managing director of Tianjin Baifuyuan Equity Investment Fund Management Co., Ltd.
Of the four directors recommended by the small and medium shareholders, Song Zhenhua is a person from Konka and is the head of the network operations department under the multimedia business unit. Has been responsible for the cooperation project between Konka and Ali. In March of this year, Konka’s e-commerce brand KKTV announced a strategic cooperation with Alibaba Cloud and officially released the U50 smart TV with Aliyun OS system, which will be launched at Ali’s Tmall flagship store. This negotiation that lasted for half a year finally settled.
The concern raised by Song Zhenhua’s superior position is that the people of Konka didn’t stand at OCT’s side, but instead stood on the side of small and medium shareholders. On June 18th, Song Zhenhua was appointed vice president of Konka by the board of directors, directly from the middle to senior level. The answer seems to surface gradually. According to Xiaoqing, the secretary of Konka's board of directors, Song Zhenhua was responsible for the Internetization of smart TVs and was familiar with the Internet business. Both small and medium shareholders voted for him, hoping that the company would develop toward the Internet + in the future.
However, Konka lacks performance support. The annual report shows that in 2014, the operating income of Shenzhen Konka A was 19.4 billion yuan, a decrease of 2.92% from the 20 billion yuan in 2013. In 2014, Shenzhen Konka A lost 475 million yuan. In fact, this is also the normal situation of Shenzhen Konka A for the past four years. From 2011 to 2013, the net profits of Shenzhen Konka A-bucks were -112 million yuan, -54.09 million yuan, -69.01 million yuan.
OCT Group Corporation is a large-scale central enterprise with an annual sales income of over 40 billion yuan and is also a major shareholder of Konka. According to the introduction of Dong Xiaomi Xiao Qing, OCT currently as a major shareholder of Konka, the total shareholding of the total share capital of 25%, small and medium shareholders from the voting point of view, the total number of shares is close to 27%.
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