What is the situation? The chairman and a group of executives of this A-share company collectively resigned
After the collaboration between mother and son, there has been new progress in the "internal struggle" of the Electric Power Research Institute: on the evening of September 1st, the listed company received a written "resignation report" from the chairman of the company, Song Jingbo, as well as some directors and executives; On the other hand, the court ruled that Hu Chun, the son of the former chairman and founder, should return the official seal of the listed company, the signature seal of the legal representative, and the contract special seal.
Recently, the board of directors of the Electric Power Research Institute received written resignation reports from the company's chairman, some directors, and executives. Among them, Song Jingbo applied to resign from his position as Chairman and Director due to personal reasons, and correspondingly resigned from his positions in the Audit Committee, Strategy Committee, and Nomination Committee of the Board of Directors. After resigning, Song Jingbo will continue to work in the company.
In addition, Liu Mingzhen applied to resign from her position as a director and CFO due to personal health reasons, and correspondingly resigned from her position in the Compensation and Assessment Committee of the Board of Directors. After resigning, Liu Mingzhen no longer holds any position in the company; Ma Yong applied to resign from his position as an independent director due to personal reasons, and correspondingly resigned from his positions in the Compensation and Assessment Committee and Nomination Committee of the Board of Directors; Li Jie has applied to resign from the position of General Manager due to personal reasons. After resigning, Mr. Li Jie will continue to work in the company.
The term of office of the above-mentioned directors and executives was originally scheduled to expire on November 28, 2024. According to the relevant provisions of the Company Law and the Articles of Association, the resignations of directors Song Jingbo and Liu Mingzhen did not result in the number of members of the company's board of directors falling below the statutory minimum. Their resignations shall take effect upon the delivery of the resignation report to the company's board of directors; The resignation of independent director Ma Yong will take effect from the date of the election of a new independent director at the company's shareholders meeting.
Previously, the Electric Power Research Institute was embroiled in a father son feud, with Hu Chun serving as the chairman and general manager of the institute twice. However, on January 12 of this year, the institute held the 11th meeting of the 5th board of directors, and more than two-thirds of the directors voted to dismiss Hu Chun from his position as chairman and general manager, appointing Song Jingbo as chairman and Li Jie as general manager. After the vote of the board of directors ended, the Electric Power Research Institute requested Hu Chun to return the company seal, but Hu Chun did not respond. Subsequently, Hu Chun publicly stated that there were obvious violations in the board's recall process due to a disagreement between him and his father Hu Delin's business philosophy.
Subsequently, due to a dispute over the official seal, both parties filed a lawsuit in court. On September 1st, the Electric Power Research Institute received a Civil Judgment. According to the first instance judgment of the People's Court of Wuzhong District, Suzhou City, the defendant Hu Chun was ordered to return the company seal, legal representative signature seal, and contract special seal to the plaintiff within ten days from the effective date of the judgment.
The dispute between the current board of directors of the listed company and Hu Chun is reflected in multiple matters.
Regarding the latest disclosure of the 2023 semi annual report by the Electric Power Research Institute, director Hu Chun stated that he is not familiar with the company's operating situation and cannot express an opinion, so he abstained from voting. Except for Hu Chun, other directors, supervisors, and senior management personnel of the company can guarantee the truthfulness, accuracy, and completeness of the semi annual report, without any false records, misleading statements, or significant omissions. On July 17th, during the deliberation of the Electric Power Research Institute on the "Proposal for Companies to Apply for Loans from Banks with Their Own Assets as collateral" and the "Proposal for Extension and Revision", Hu Chun also voted against it.
Hu Chun advocates that the ownership of the seal should be based on the effective judicial judgment. When he held the official seal as the former chairman and general manager, he was legally entitled. There is controversy over the validity of the subsequent resolution of the board of directors to dismiss him, which is still under judicial proceedings; At the time of a change in the actual controller of the company, he continued to be sidelined internally, which was detrimental to the company.
On the other hand, the joint efforts of Li Chongzhu and Hu Chun's mother and son are expected to gradually clarify the internal disputes within the Electric Power Academy.
After the death of founder Hu Delin in May this year, the actual controller of the listed company changed in July, from Hu Delin and his son Hu Chun to Li Chongzhu and Hu Chun. Among them, Li Chongzhu obtained the shares of the listed company through inheritance and division of marital property, accounting for 23.55% of the total share capital of the company; Hu Chun holds 10.3% of the total share capital of the Electric Power Research Institute. Li Chongzhu and Hu Chun's mother son teamed up to hold a total of 33.85% of the shares through the signing of the Joint Action Agreement.
In addition to this executive change, on August 14th of this year, Zhu Hui, a non independent director of the Electric Power Research Institute, applied to resign from his position as a director of the company due to personal reasons, and correspondingly resigned from his position in the strategic committee of the board of directors. On the other hand, Hu Chun proposed that the board of directors convene the first extraordinary general meeting of shareholders of the Electric Power Research Institute in 2023 to review and propose the election of Chen Fenglin and Zhao Yichao as non independent directors of the fifth board of directors, and Chen Song as independent directors of the fifth board of directors.
According to the decision of the board of directors, the first extraordinary general meeting of shareholders of Electric Power Research Institute in 2023 will be held on September 12, 2023 to review the proposal for the selection of additional directors.
