Wuliangye board of Supervisors will not be replaced for five years, suspected of violation!Who is the winner?
Upstream News exclusively reported “Wuliangye suspected of violation: The board of Directors was not replaced for five years after the expiration date, and the independent director resigned for two years before leaving” on February 7 this year, which caused a strong response.Industry insiders told upstream news reporters that the board of Directors of Wuliangye was “overdue” for five years without a replacement, which made the former chairman Liu Zhongguo successful. Liu Zhongguo also dedicated two years for Wuliangye without a replacement.However, the management of the board of directors of a listed company is normally elected once every three years. Wuliangye is suspected of violating the Company Law and other relevant laws and regulations by doing so. As a state-controlled listed company, it should set an example in abiding by market rules.Fifth session of the board meeting for the first time is upstream reporters learned that in 2014, wu liang ye the fifth session of the board meeting for the first time, on July 14, 2014, issue the meeting notice in writing and the way of communication, the meeting on July 18, 2014 (Friday), in the company office building four meeting room should be 7 people to the directors, the actual director to seven people,The meeting was presided over by Mr. Liu Zhongguo, the company’s supervisors and all senior management attended the meeting.The company’s fifth board of directors elected Liu Zhongguo as chairman for a term of three years.According to the announcement, the appointment of four professional committee members, the term is three years, the same as the term of the current board of directors.Therefore, the normal expiration date of the fifth board of Directors of Wuliangye shall be July 17, 2017.In fact, many securities software is marked so.The fifth Board of Supervisors was also created on the same day of the same year. According to the Announcement of Wuliangye, Mr. Yu Mingshu was elected as the chairman of the fifth Board of Supervisors for a term of three years.The normal expiration date of the fifth Wuliangye Board of Supervisors should also be July 17, 2017.Upstream news reporters learned that the normal expiration date of the fifth board of Directors of Wuliangye should be July 17, 2017, however, after the time, there is no comment on the replacement.On September 27, 2019, Zeng Congqin was elected as the fifth director of the Board of Directors at the General meeting of Shareholders of Wuliangye.The sixty-fourth meeting of the fifth board of directors held on the same day elected Zeng Congqin as the chairman of the fifth board of directors of the company.Thus, replaced the former chairman Liu Zhongguo.This announcement, ever from chin term did not mention.As for Liu Zhongguo’s resignation, Wuliangye said, “Due to his retirement age, Mr. Liu Zhongguo will no longer serve as the director and chairman of the company’s fifth board of directors.The company and the board of Directors would like to express their heartfelt gratitude to Mr. Liu Zhongguo for his important contributions and outstanding achievements in strategic planning, production and operation, and marketing during his tenure.”Public information shows that Liu Was 64 years old, senior marketing division, senior economic division.Liu Zhongguo began to work in March 1972 and was transferred to Wuliangye Brewery in Yibin in May 1993.He has served as the Deputy General Manager of the Company since November 2004 and the General Manager of the Group since June 2011. Since September 2011, he has served as the Chairman and deputy Secretary of the Party Committee of Wuliangye Co., LTD., member of the Party Committee, director and general manager of the Group, chairman of The Board of Yibin Wuliangye Liquor Sales Co., LTD., and General Manager of the Supply and Marketing Company.This means that in 2017, Liu zhongguo, 62 years old at the time, dedicated two more years to Wuliangye without changing the leadership.Some insiders point out that according to relevant laws and regulations, if Wuliangye reelections, a series of relevant procedures need to be carried out. It may also be that the major shareholders of relevant state assets, such as Wuliangye Group, feel troublesome, so there is no general election.It is worth mentioning that Wuliangye issued a notice on the resignation of the independent director on September 7, 2019.”The Board has recently received a resignation report from Mr. Fu Nanping, the company’s independent director.Due to personal work reasons, Mr. Fu Nanping applies for resignation as an independent director of the company’s fifth board of directors, which will take effect after the general meeting of shareholders of the company elects a new independent director.Prior to this, Fu Nanping will continue to perform his duties as an independent director in accordance with relevant laws and regulations and the Articles of association.The company’s board of directors will nominate new independent director candidates as soon as possible in accordance with legal procedures.”However, the replacement of the independent director candidate has not been out for two years.Upstream news reporters noted that After Announcing his resignation, Fu nanping continued to serve for two years until a new independent director was elected at the shareholders’ meeting on June 18, 2021.In this way, Fu Nanping took office on July 18, 2014 and served for 7 consecutive years.Linyun Capital he Qing pointed out that according to the relevant regulations of the CSRC, the term of re-election of independent directors shall not exceed 6 years.According to the articles of Association of Wuliangye in 2012 and 2019, “Directors can resign before the expiration of their term of office.If the number of directors on the board of directors of the company is lower than the statutory minimum due to the resignation of the director, the original director shall continue to perform the functions of the director in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association before the newly elected director takes office.Except in the circumstances specified in the preceding paragraph, the resignation of a director shall take effect upon the delivery of the resignation report to the board of directors.”However, wuliangye’s announcement at that time did not indicate that” if Fu Nanping’s resignation results in the company’s board of directors being lower than the statutory minimum number of directors, before the newly elected directors take office, they will perform their duties as directors in accordance with laws, administrative regulations, departmental rules and articles of association.Upstream news chief reporter Liu Yong intern Li Yearning