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Every hot comment丨*ST Guangyi’s board of directors is re-elected, and the justice of the disagreement procedure should be more guaranteed_Regulations_To the Company_Major Shareholders

by archyde

Original title: Every hot comment丨*ST Guangyi’s board of directors re-election now disagrees that the procedural justice should be more guaranteed

Every special commentator Xiong Jinqiu

On the board of directors of *ST Guangyi (SZ300356, stock price of 3.66 yuan, market value of 1.493 billion yuan), the two current independent directors nominated a non-independent director candidate and two When the motion of the candidate for independent director was put to a vote, a negative vote was cast. On September 8, the Shenzhen Stock Exchange inquired about the company’s semi-annual report inquiry letter, and asked the company to verify and explain whether the company’s major shareholders and governance management had major disagreements on director candidates.

Photo by reporter Huang Xinlei every time Guangyi Technology

As of June, *ST Guangyi’s controlling shareholder and actual controller held 16.41% of the company’s total share capital, all of which were frozen and seemed to have been marginalized in corporate governance affairs. On March 26 this year, the terms of the fourth board of directors and the board of supervisors of the company expired. On August 17, the company received a notice from Qianhan Investment and its persons acting in concert (holding 10.05% of the shares), and proposed to the board of directors to convene an extraordinary general meeting to re-elect directors and supervisors whose terms have expired.

According to the announcement, the board of directors plans to nominate 4 candidates for the fifth term of non-independent directors and 3 candidates for independent directors (that is, the current 3 independent directors), and Qianhan Investment plans to nominate 1 candidate for non-independent directors and 2 candidates for independent directors people. The two current independent directors voted against the nomination proposal of Ganhan Investment, and one of the independent directors even voted against the holding of an extraordinary general meeting, on the grounds that “based on the consideration of stabilizing the company’s stock price, we do not want the re-election of directors to cause turmoil at present. It is also hoped that the general meeting of shareholders will be postponed.” However, due to the majority of votes in the board of directors, the relevant motions were passed.

At present, one current independent director is entrusted by other independent directors to solicit voting rights from all shareholders of the company. The “Rules for Independent Directors of Listed Companies” (hereinafter referred to as the “Rules”) stipulates that independent directors can publicly solicit voting rights from shareholders before the general meeting of shareholders. However, the situation in this case seems to be special. *ST Koichi’s articles of association stipulate that the board of directors consists of seven members The composition of directors, of which 3 are independent directors. Several Han investment proposals have been approved for the re-election of two independent directors. The two current independent directors will step down. Dong’s solicitation of shareholder voting rights to maintain his position seems to be abusive, because new independent director candidates do not yet have the right to solicit votes, which leads to unfair competition.

Article 45 of the “Company Law” stipulates that each term of a director shall not exceed three years; when the term of a director expires, he or she may be re-elected; if the term of a director expires and he is not re-elected in time… the original director shall still perform his duties as a director. The “Rules” stipulate that independent directors shall not be re-elected for more than six years. It should be said that the “Company Law” lacks sufficient compulsion on the term of office of directors.

It seems a bit far-fetched to refuse to re-elect directors or independent directors on the grounds of stabilizing the company’s stock price. The timely re-election of directors has considerable positive significance. Directors have a duty of loyalty and diligence to the company. How well they perform their duties is related to the vital interests of the company and shareholders. The board of directors is re-elected every three years, which is actually a supervision and evaluation mechanism for directors. Independent directors) have really strong performance and can win the trust of shareholders. Even if the directors are re-elected, they can be re-elected and re-elected, which will not affect their continued contributions to the company.

Set a certain term of office for directors, and automatically hold a general meeting of shareholders to re-select directors before the expiration of the term. This regular re-election and re-shuffling mechanism can ensure a harmonious and rule of law environment, rather than tearing up the faces of all parties. , Under extreme opposition situations such as removing directors, a mechanism for selecting the best and eliminating the inferior is formed to realize the smooth update and iteration of directors.

There is a fundamental difference between a director who stays on the board to contribute to the company for a long time through the regular re-election mechanism, and naturally sits on the board seat for a long time without re-election. , the legitimacy of the identity of directors can be more guaranteed, and the strength and depth of shareholders’ participation in corporate governance can be ensured.

The stability of directors, supervisors and senior executives has a very important impact on the stability of listed companies, and shareholders should strive to maintain this stability. However, shareholders also need to ensure that directors, supervisors and senior management can represent or safeguard their own and company interests. This is also very important. As for how to choose, it should be chosen by shareholders. It is also an important part of corporate governance that shareholders prevent directors, supervisors and senior insiders from controlling listed companies.

At present, both the board of directors and the general meeting of shareholders place great emphasis on the importance of procedural justice. In fact, the regular election of the board of directors should also be regarded as an important statutory procedure of corporate governance, but the current relevant regulations are rather vague.

In order to clear the source, the author suggests that to further enhance the mandatory three-year term of the company’s board of directors and regular elections, the legal rules should clearly emphasize the necessity of this legal process. It can be stipulated that, except in major emergencies, with the consent of the regulatory authorities, the election of directors can be postponed, and the directors can continue to perform their duties during the period; under normal circumstances, the board of directors of companies (especially listed companies) should enforce the implementation of regular implementation every three years according to regulations. Provisions for general elections.

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Economy

Every hot comment丨*ST Guangyi’s board of directors is re-elected, and the justice of the disagreement procedure should be more guaranteed_Regulations_To the Company_Major Shareholders

by archyde

Original title: Every hot comment丨*ST Guangyi’s board of directors re-election now disagrees that the procedural justice should be more guaranteed

Every special commentator Xiong Jinqiu

On the board of directors of *ST Guangyi (SZ300356, stock price of 3.66 yuan, market value of 1.493 billion yuan), the two current independent directors nominated a non-independent director candidate and two When the motion of the candidate for independent director was put to a vote, a negative vote was cast. On September 8, the Shenzhen Stock Exchange inquired about the company’s semi-annual report inquiry letter, and asked the company to verify and explain whether the company’s major shareholders and governance management had major disagreements on director candidates.

Photo by reporter Huang Xinlei every time Guangyi Technology

As of June, *ST Guangyi’s controlling shareholder and actual controller held 16.41% of the company’s total share capital, all of which were frozen and seemed to have been marginalized in corporate governance affairs. On March 26 this year, the terms of the fourth board of directors and the board of supervisors of the company expired. On August 17, the company received a notice from Qianhan Investment and its persons acting in concert (holding 10.05% of the shares), and proposed to the board of directors to convene an extraordinary general meeting to re-elect directors and supervisors whose terms have expired.

According to the announcement, the board of directors plans to nominate 4 candidates for the fifth term of non-independent directors and 3 candidates for independent directors (that is, the current 3 independent directors), and Qianhan Investment plans to nominate 1 candidate for non-independent directors and 2 candidates for independent directors people. The two current independent directors voted against the nomination proposal of Ganhan Investment, and one of the independent directors even voted against the holding of an extraordinary general meeting, on the grounds that “based on the consideration of stabilizing the company’s stock price, we do not want the re-election of directors to cause turmoil at present. It is also hoped that the general meeting of shareholders will be postponed.” However, due to the majority of votes in the board of directors, the relevant motions were passed.

At present, one current independent director is entrusted by other independent directors to solicit voting rights from all shareholders of the company. The “Rules for Independent Directors of Listed Companies” (hereinafter referred to as the “Rules”) stipulates that independent directors can publicly solicit voting rights from shareholders before the general meeting of shareholders. However, the situation in this case seems to be special. *ST Koichi’s articles of association stipulate that the board of directors consists of seven members The composition of directors, of which 3 are independent directors. Several Han investment proposals have been approved for the re-election of two independent directors. The two current independent directors will step down. Dong’s solicitation of shareholder voting rights to maintain his position seems to be abusive, because new independent director candidates do not yet have the right to solicit votes, which leads to unfair competition.

Article 45 of the “Company Law” stipulates that each term of a director shall not exceed three years; when the term of a director expires, he or she may be re-elected; if the term of a director expires and he is not re-elected in time… the original director shall still perform his duties as a director. The “Rules” stipulate that independent directors shall not be re-elected for more than six years. It should be said that the “Company Law” lacks sufficient compulsion on the term of office of directors.

It seems a bit far-fetched to refuse to re-elect directors or independent directors on the grounds of stabilizing the company’s stock price. The timely re-election of directors has considerable positive significance. Directors have a duty of loyalty and diligence to the company. How well they perform their duties is related to the vital interests of the company and shareholders. The board of directors is re-elected every three years, which is actually a supervision and evaluation mechanism for directors. Independent directors) have really strong performance and can win the trust of shareholders. Even if the directors are re-elected, they can be re-elected and re-elected, which will not affect their continued contributions to the company.

Set a certain term of office for directors, and automatically hold a general meeting of shareholders to re-select directors before the expiration of the term. This regular re-election and re-shuffling mechanism can ensure a harmonious and rule of law environment, rather than tearing up the faces of all parties. , Under extreme opposition situations such as removing directors, a mechanism for selecting the best and eliminating the inferior is formed to realize the smooth update and iteration of directors.

There is a fundamental difference between a director who stays on the board to contribute to the company for a long time through the regular re-election mechanism, and naturally sits on the board seat for a long time without re-election. , the legitimacy of the identity of directors can be more guaranteed, and the strength and depth of shareholders’ participation in corporate governance can be ensured.

The stability of directors, supervisors and senior executives has a very important impact on the stability of listed companies, and shareholders should strive to maintain this stability. However, shareholders also need to ensure that directors, supervisors and senior management can represent or safeguard their own and company interests. This is also very important. As for how to choose, it should be chosen by shareholders. It is also an important part of corporate governance that shareholders prevent directors, supervisors and senior insiders from controlling listed companies.

At present, both the board of directors and the general meeting of shareholders place great emphasis on the importance of procedural justice. In fact, the regular election of the board of directors should also be regarded as an important statutory procedure of corporate governance, but the current relevant regulations are rather vague.

In order to clear the source, the author suggests that to further enhance the mandatory three-year term of the company’s board of directors and regular elections, the legal rules should clearly emphasize the necessity of this legal process. It can be stipulated that, except in major emergencies, with the consent of the regulatory authorities, the election of directors can be postponed, and the directors can continue to perform their duties during the period; under normal circumstances, the board of directors of companies (especially listed companies) should enforce the implementation of regular implementation every three years according to regulations. Provisions for general elections.

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Disclaimer: The opinions of this article only represent the author himself, Sohu is an information publishing platform, and Sohu only provides information storage space services.

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world

Italian Prime Minister Draghi resigns from parliament or dissolves for re-election – yqqlm

by archyde

Original title: Italian Prime Minister Draghi resigns parliament or dissolves re-election

Xinhua|

Italian Prime Minister Mario Draghi once again submitted his resignation to President Sergio Mattarella on the 21st due to the difficulty of bridging the differences within the ruling coalition. Mattarella accepted Draghi’s resignation request, asking him to remain as caretaker prime minister to continue the current government affairs. Right now, Mattarella may dissolve parliament and organize early elections.

Source: Xinhua News Agency

According to Italian media reports, Draghi attended the debate of the House of Representatives’ confidence vote on the government at 9 am on the 21st, and made a brief speech at the meeting to reiterate his willingness to resign. “Considering the result of the Senate vote last night, I asked to adjourn the meeting, and I will meet the president and inform him of my decision.” Draghi then thanked the lawmakers and waved goodbye, and the venue burst into applause. The House of Representatives was adjourned until 12 noon that day.

According to the website of the presidential palace, Mattarella met Draghi at the Quirinale Palace, the presidential palace that day, and accepted his resignation request, while asking him to temporarily stay in office to handle current government affairs.

The “flash” of the government crisis was linked to a government aid program. Italy’s Senate on Thursday held a confidence vote on a massive aid package aimed at helping households and businesses cope with rising energy and living costs. However, the 5-Star Movement, a key party in the ruling coalition, was absent from the vote due to dissatisfaction with the plan.

Draghi submitted his resignation to Mattarella on the 14th, citing his belief that “the National Solidarity Alliance supporting this government no longer exists.” Mattarella rejected Draghi’s resignation at the time, asking him to clarify the current political situation to parliament.

The Senate held a vote of confidence in the government on the 20th, but was boycotted by the ruling coalition’s three main parties, Five Star Movement, Forza and the Coalition. Draghi has repeatedly called for the consolidation of unity within the government, but the intensification of differences between the parties eventually made him disheartened and determined to resign. Return to Sohu, see more

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world

Armenia urged to wake up – Mir – Kommersant

by archyde

The Armenian people have clearly shown their disagreement with the policy of the current authorities and now it is necessary to force them to capitulate. This was stated by the participants of the largest opposition rally in recent months, held on May 1 in the center of Yerevan. Opponents of Prime Minister Nikol Pashinyan set up tents in France Square and warned that they would completely block roads in the center of the capital and in other cities as early as Monday. In fact, the tactics that brought Mr. Pashinyan to power in 2018 are now being used. True, in terms of scale, the current shares are not comparable with those – at least not yet. With details from Yerevan – Kommersant correspondents Pavel Tarasenko i Arshaluys Mgdesyan.

Without “hatred, enmity and incitement to violence”

The stakes on the eve of the May Day rally near one of the symbols of Yerevan – the opera house – raised both sides of the confrontation that was gaining momentum. The oppositionists said that it would be a decisive battle with the “traitor Nikol”, who is accused of wanting to surrender positions to Azerbaijan and Turkey.

The authorities warned the activists against provocations and forceful actions, making it clear that they would not go unanswered.

Thus, the National Security Service of Armenia reported that “at present, there is a real danger of organizing and conducting mass riots in the country.” The security forces urged “not to succumb to possible provocations, to show high civic responsibility, to refrain from unacceptable practices of inciting hatred, enmity, incitement to violence.” The Prosecutor General’s Office promised that “those who attempted to violate the rule of law will be unconditionally brought to proportionate legal responsibility.” And the police reminded that weapons and other items that can be used as such cannot be brought to the rally.

Against this background, it seemed to many in Armenia that the police report, published ten hours before the rally, was not accidental: on the highway from the unrecognized Nagorno-Karabakh Republic (NKR) to Yerevan, the police stopped a car, during the inspection of which two Kalashnikov light machine guns were found. One of the three people in the car was arrested.

In the meantime, pro-government Armenian Telegram channels were spreading information that the most radical oppositionists, representatives of the Dashnaktsutyun party headed by the vice-speaker of parliament Ishkhan Saghatelyan, allegedly insist that the government building on Republic Square should be seized.

The organizers of the Sunday action themselves denied this in every possible way. “Our struggle is not with law enforcement agencies, not with the police. We rule out any hostility and disrespect for the police and other law enforcement officers,” said Artur Vanetsyan, a representative of ex-president Serzh Sargsyan’s “I have the honor” bloc. He and his like-minded people drew attention to the fact that they would participate in the rally along with their children, wives and parents. Representatives of the Armenian Apostolic Church also announced their presence at the rally – precisely “to mitigate possible tensions” – as well.

It is not known what played a decisive role, but by Sunday evening no major incidents were actually recorded.

Is that a small clash with the police occurred when the opposition in the midst of the rally began to set up tents on France Square. However, it did not develop into anything serious: tents and awnings were successfully installed, and some entrances to the square were blocked by benches and garbage cans.

“We woke up, rose to our feet”

Meanwhile, the most militant speeches were heard from the podium. And also songs. In particular, the rally participants sang “Zartnir, lao” (“Wake up, my son”) in chorus, a revolutionary song written in the 1890s about the struggle of Armenians for freedom from the Turkish yoke. The speech in the song, which has become a symbol of the current wave of protests, is about the city of Mush, which was once part of Greater Armenia (existed from the end of the 4th century BC to 428 AD), and then became part of the Ottoman Empire ( and now also belongs to Turkey).

Mush was remembered at the rally in relation to contemporary events. “We will not let the fate of the people of Mush repeat itself. We woke up, got to our feet. We will become stronger, we will create in our homeland, in Artsakh (the Armenian name for Nagorno-Karabakh.— “B”). We have come out to fight for peace, for the real world, we do not want a new war,” Aram Vardevanyan, deputy from the “Armenia” faction, convinced the audience (and in absentia the current leadership of the country) from the rostrum.

At the same time, the oppositionists consider the path to peace chosen by Nikol Pashinyan and his associates to be catastrophic for the country.

“When the person occupying the chair of the prime minister announced the lowering of the threshold of the Armenian side’s demands on the status of Karabakh, and most importantly, he stated that there was an opportunity to stop the war and avoid casualties (with the consent of the Armenian side to cede the regions around Karabakh to Azerbaijan.— “B”), I realized that I no longer have the right to stay at home,” Artur Vanetsyan from “I Have the Honor” said at the rally. “We must take to the streets and put an end to all this.”

Recall that earlier Nikol Pashinyan said, commenting on the negotiations with Baku: “If in the past we laid the basis for the status of Karabakh, from which the issues of guarantees of security and rights followed, now we lay the basis for guarantees of security and rights, from which follows the issue of status. In this situation, the issue of status is not a goal, but a means of ensuring the security and rights of the Armenians of Nagorno-Karabakh.”

The oppositionists are dissatisfied with both the plans to conclude a peace treaty with Azerbaijan and their readiness, in their opinion, to make excessive concessions to the Turkish leadership (the next meeting of the negotiators of the two countries will take place on May 3). “The current authorities are telling the people that Turkey and Azerbaijan are strong, so we must submit to them. No, a Turk cannot bring us to our knees. We must continue our struggle to the end,” said, in particular, during the rally, the head of the opposition “Armenia” faction, ex-Minister of Defense Seyran Ohanyan.

Mr. Ohanyan argued at the rally that during the 44-day war of 2020, the Armenians could well do without such painful territorial losses – but the authorities led by Nikol Pashinyan failed this task. Tigran Abrahamyan, a representative of the “I have the Honor” faction, agreed with the thesis about the mediocrity of the authorities: they allegedly invested more than $280 million in the army, but acquired weapons that turned out to be useless during the war. Another speaker, MP Anna Grigoryan, assured the audience: “Artsakh will never be part of Azerbaijan. Every centimeter of Armenia is sacred land, and we will never give it up to the enemy.”

Politicians’ speeches were periodically interrupted by chanting of slogans such as “Nikol is a traitor”, “Armenia without Nikol”, “Artsakh, Artsakh!” and “Unity, struggle, victory!”.

“Nicol is scared, Nicol is gone”

Both those who spoke from the podium and ordinary participants in the rally made it clear: apart from the resignation of Nikol Pashinyan, there is no other way out of the current situation on the Karabakh settlement. “The negotiation process that Pashinyan is leading will lead to the surrender of Artsakh to Azerbaijan. It needs to be stopped,” said Narine, a resident of Yerevan, in an interview with Kommersant. “I came to the rally precisely for this purpose, since Artsakh is part of Azerbaijan, which means a new massacre of our people.”

The same opinion is shared by another supporter of the opposition, Gennady, a resident of the capital. “This power is supported by our enemies – Great Britain and Turkey – in the game against Russia. As a result, we were defeated,” he explained his position in an interview with Kommersant. “The only salvation is the removal of Nikol Pashinyan’s team from power.”

Narine and Gennady, as an alternative to Nikol Pashinyan, named the second president, Robert Kocharyan. “Kocharyan after the resignation of Levon Ter-Petrosyan (the first president of Armenia.— “B”) showed by his actions that it is possible to defend Artsakh,” Gennady assured, in particular.

When asked how he explains that it was during the reign of Mr. Ter-Petrosyan that Armenia won the war for Karabakh (1992–1994), the interlocutor of Kommersant, after a little thought, answered: “It was in spite of, not thanks to him.” This opinion is quite common among opposition supporters.

Mr. Kocharyan himself also took part in the rally – and was surrounded by everyone’s attention there. “People are cheering President Kocharyan one by one (some people have definitely felt bad now),” Agnessa Khamoyan, an MP from the “Armenia” faction, wrote on Facebook (owned by Meta, which is recognized as an extremist organization and banned in the Russian Federation), referring to Nikol Pashinyan .

At about 21:00 (one hour ahead of Moscow), the rally ended. According to the estimates of the NGO “Union of Informed Citizens”, about 12.5 thousand people took part in the Sunday action.

Some oppositionists stayed overnight in tents on France Square. Barbecues were placed in front of the tents, in which fires were kindled – to keep warm during the night. Some other methods turned out to be inaccessible to activists. According to Sputnik Armenia, MP Aram Vardevanyan warned those who decided to spend the night that alcohol is strictly prohibited in the new tented camp.

From early Monday morning, the oppositionists promise to proceed to the next stage – to begin blocking the streets in Yerevan and other cities of Armenia.

In addition, Ishkhan Saghatelyan called on all citizens of the country to join the strikes, as well as hold pickets in their yards. They are also waiting for decisive action from Nikol Pashinyan’s current associates. “I again appeal to those party members who have no blood on their hands and are not traitors. If you don’t want to be like that, then you must join the people,” Mr. Saghatelyan said at the rally.

As the first foreign minister of Armenia after gaining independence, Raffi Hovhannisyan, who also participated in the May Day rally, told Kommersant, “after the resignation of Nikol Pashinyan, it will be necessary to form an interim government of technocrats who will work hard to solve the problems that have arisen before the country.” “After that, early parliamentary elections should be held in the country, the purpose of which is to form a government of national accord to consolidate the nation,” he added.

Some participants of the action believe that, in fact, there are no alternatives to such a scenario. “Nikol is frightened, Nikol is no longer there,” said Hayk Mamijanyan, a deputy from the “I have the Honor” faction, in a speech on France Square, drawing attention to the number of law enforcement officers present there. However, we are still talking about a big exaggeration on the part of the oppositionist. There are still many doubts that Nikol Pashinyan’s opponents will have enough strength to repeat his path using the methods of 2018.

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It was revealed that the Manchester United locker room was divided over the selection of the coach, and the players questioned Tenhardt’s ability – yqqlm
Health

It was revealed that the Manchester United locker room was divided over the selection of the coach, and the players questioned Tenhardt’s ability – yqqlm

by archyde

Original title: It was revealed that the Manchester United locker room was divided due to the selection of the coach, and the players questioned Tenhardt’s ability

Beijing time on April 4th, according to the latest report of Manchester Evening News Manchester United chief correspondent Samuel Luckhurst, Manchester United’s dressing room is divided over whether Eric Tenhardt should be appointed as the club’s next head coach.

Man Wan revealed before that Ten Hart is the most optimistic about the next manager candidate of Manchester United management, but some players have reservations. According to the report, many Manchester United players are looking forward to and excited about Ten Hart and think he will improve their level. But according to some players, Tenhardt did not impress them “enough”

Many Manchester United players are excited about the prospect of Ten Hag coaching and think he will improve their game. But sources close to the other players say Ten Hag is seen by some of them as a “mediocre” option. Two months ago, Pochettino was the preferred option for most Manchester United players, but the club’s top ranks are now moving towards Tenhart. After a 1-1 draw with Leicester City in the Premier League last week, Manchester United’s ranking dropped to 7th, and the team’s fourth goal has been very difficult.

(Editor: Zhong Kui)Return to Sohu, see more

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Economy

GEM refers to falling below 2800 points, gold concept stocks bucked the trend and strengthened_Industry Sector_Influence_Market

by archyde

Original title: GEM refers to falling below 2800 points, gold concept stocks bucked the trend and strengthened

China News Agency, Beijing, February 22 (Liu Wenwen) The three major A-share indexes closed down collectively on the 22nd, and the ChiNext Index fell again after standing at 2,800 points for five consecutive trading days.

As of the close, the Shanghai Composite Index fell 0.96% to close at 3457.15 points; the Shenzhen Component Index fell 1.29% to close at 13297.11 points; the ChiNext Index fell 1.38% to close at 2765.91 points.

On the disk, most of the industry sectors closed down, with cultivated diamonds, precious metals, oil and gas mining and service sectors leading the gains; Metaverse, games, cultural media, medical equipment and other industries led the decline.

Affected by the situation in Russia and Ukraine, the risk aversion in the market increased, pushing up the international gold price. On the same day, gold concept stocks in the A-share market rose sharply.

According to the analysis of the Everbright Futures Research Report, the recent strength of gold is due to the escalation of geopolitical frictions between Russia and Ukraine, and the accelerated allocation of gold by safe-haven funds.

The Shanxi Securities research team pointed out that the current A-share market volume is slightly insufficient, and the style is still unclear. The impact of news on the performance of the sector is more obvious and frequent, mainly because investors have great differences in their judgments on future market trends. Under the background of the current overseas uncertainties and risks continuing to rise, and the domestic continuous increase in easing and stable growth, it is recommended to pay attention to the subsidence of the epidemic disturbance and some low-valued sectors that are expected to be repaired in the adjustment of stable growth in the short term, while focusing on better defense capabilities. The value of the blue chip target. (over)Return to Sohu, see more

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