Judging from the public information, the two parties involved have taken different paths to fight for control of Shanshan shares.

Mr. Zheng Yu adopted the corporate law route and Ms. Zhou Ting chose the inheritance route.

 

[I]

events

On February 10, Mr. Zheng Yonggang, a well-known Zhejiang businessman, died of a sudden heart attack. On March 2, Ningbo Shanshan Co., Ltd. (hereinafter referred to as Shanshan Co., Ltd., 600884.SH) issued an announcement stating that the board of directors nominated Zheng Ju as a non-independent director candidate for the company's tenth board of directors. On March 23, Shanshan held the first extraordinary general meeting of shareholders in 2023, and reviewed and approved the "Proposal on Election of Mr. Zheng Ju as a Director of the Company's Tenth Board of Directors." On the same day, Shanshan Co., Ltd. held the 40th meeting of the 10th board of directors, elected Zheng Ju as the chairman of the 10th board of directors of the company, and issued an announcement. It is reported that Zhou Ting, the widow of Zheng Yonggang, appeared at the scene on the same day. She told the shareholders present that she should become the actual controller of Shanshan shares based on the inheritance relationship. The board of directors deliberated the motion without its review and consent and released it to the public without authorization, which was illegal and wrong. On March 27, Shanshan shares issued an announcement stating that the results of this election are legal and valid; after the death of Mr. Zheng Yonggang, the original actual controller of the company, the company's shares and related rights and interests held by him will enter the inheritance process in accordance with relevant laws and regulations. The company's new actual controller. On March 28, the legal representative of Shanshan shares changed from Zheng Yonggang to Zheng Ju.

 

[B]

shareholding structure of the companies involved

[3]

Mr. Zheng Ju: Corporate Law Path

The above provisions of the Articles of Association of Shanshan are in compliance with the relevant provisions of the current Company Law.

Combined with the" Announcement on Resolutions of the 39th Meeting of the Tenth Board of Directors of Shanshan Stock "," Independent Opinions of Independent Directors of Shanshan Stock on Nominating Candidates for Non-Independent Directors "," Shanshan Stock The Information of the First Extraordinary General Meeting of Shareholders in 2023 "," Announcement of Resolutions of the First Extraordinary General Meeting of Shanshan Stock in 2023 "and" Announcement of Shanshan Stock on Election of the Chairman of the 10th Board of the Company, zheng Ju was elected as the director and chairman of the 10th board of directors of Shanshan Co., Ltd., which is indeed in line with the law and its articles of association.

with the full support of the board of directors to take office as chairman, majestic, unstoppable.

So, Mr. Zheng Ju's board seat is as solid as a rock?

 

[4]

Counteract of the Charter

Article 59 of the" Articles of Association "of Shanshan Co., Ltd. stipulates: In any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of the fact: (3) individually or collectively hold the company At the request of shareholders with more than 10% of the shares; when the board of (IV) deems it necessary; when the board of supervisors of the (V) proposes to convene; when two or more independent directors of the (VI) propose to convene. Paragraph 1 of Article 69 stipulates that when the company convenes a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or collectively hold more than 3% of the company's shares have the right to submit proposals to the company.

Accordingly, eligible right holders have the right to submit a proposal to the general meeting of shareholders to challenge Mr. Zheng Ju's seat on the board of directors.

 

[v]

Ms. Zhou Ting: Path of Inheritance

Ms. Zhou Ting to become a qualified sponsor, the path is to inherit the estate.

Inheritance is the legal property of an individual left over from the death of a natural person. Since Mr. Zheng Yonggang indirectly holds shares in Shanshan through Ningbo Qinggang Investment Company Limited (hereinafter referred to as Qinggang Company), the acquisition of shares in Qinggang Company is equivalent to the acquisition of shares in Shanshan. For ease of explanation, this paper limits the object of the division of the estate to the 51% stake in Qinggang Company held by Mr. Zheng Yonggang.

The Civil Code provides that the premarital property of one of the spouses is the personal property of one of the spouses. At the same time, it is stipulated that, unless there is an agreement, half of the property jointly owned by the husband and wife shall be divided into the spouse and the rest shall be the estate of the decedent. According to public information, Mr. Zheng Yonggang and Ms. Zhou Ting registered for marriage in December 2017 and had three children. When Mr. Zheng Yonggang died, Mr. Zheng Yonggang and Ms. Zhou Ting were husband and wife. Therefore, the first step in dealing with Mr. Zheng Yonggang's estate is the division of property.

Qinggang Company was established on September 1, 2014. The shareholders and equity ratio have not changed since its establishment. Judging from the chronological order, 51% of Qinggang Company's equity held by Mr. Zheng Yonggang should belong to his personal property. Therefore, unless Mr. Zheng Yonggang and Ms. Zhou Ting have other written agreements, the 51% equity interest in Qinggang Company held by Mr. Zheng Yonggang is not the joint property of husband and wife. In other words, Ms. Zhou Ting was unable to obtain 1/2 of the 51% equity interest in Qinggang Company held by Mr. Zheng Yonggang through this first step.

However, according to Article 1062 of the Civil Code, the income from production, operation and investment earned by the husband and wife during the marriage relationship is the common property of the husband and wife. Therefore, unless Mr. Zheng Yonggang and Ms. Zhou Ting have other written agreements, the 51% equity of Qinggang Company held by Mr. Zheng Yonggang shall be the common property of the husband and wife after the registration of marriage with Ms. Zhou Ting. According to investigation, the total market value of Shanshan shares on December 30, 2017 was about 21.759 billion yuan, and the total market value on March 30, 2023 was about 39.393 billion yuan, and the market value growth during the period was about 17.634 billion yuan. At present, Mr. Zheng Yonggang actually holds 5.67 of Shanshan's shares. Assuming that he also holds 5.67 of Shanshan's shares on December 30, 2017, the investment income of Shanshan's shares held by Mr. Zheng Yonggang from December 30, 2017 to March 30, 2023 (which should actually be calculated to the date of estate distribution) is about 0.9998 billion yuan, and Ms. Zhou Ting has the right to share half of the money, namely 0.4999 billion yuan, for example, if the proportion of Qinggang company's equity held by Mr. Zheng Yonggang is converted (usually distributed in cash in practice), assuming A%, it should be owned by ms Zhou ting. Accordingly, after the completion of the first step of division, Ms. Zhou Ting may hold a% stake in Qinggang Company, and the remaining (51-A)% stake in Qinggang Company is the estate of Mr. Zheng Yonggang.

The second step is estate division . The Civil Code provides that natural persons have the right of inheritance in accordance with the law. The lawful private property of a natural person may be inherited in accordance with the law. Husband and wife have the right to inherit each other's inheritance, and parents and children have the right to inherit each other's inheritance. From the perspective of legal inheritance, the first order of inheritance is spouse, children, parents, and the second order is brothers and sisters, grandparents, and grandparents. After the inheritance begins, the first-order heirs inherit, and the second-order heirs do not inherit; if there is no first-order heirs, the second-order heirs inherit. The share of inheritance of heirs in the same order shall generally be equal.

According to public information, Mr. Zheng Yonggang's first-order heir has three possibilities.

possible one , if Mr. Zheng Yonggang's parents are both alive, the heirs shall be Ms. Zhou Ting (spouse), Mr. Zheng Ju (son), Ms. Zhou Ting's three children (children) and Mr. Zheng Yonggang's parents, Mr. Zheng Yonggang's (51-A)% equity in Qinggang Company, it should be divided into seven equal shares. Ms. Zhou Ting and her children can get 4/7 in total. Since Ms. Zhou Ting is the legal guardian of her three minor children, the proportion of shares in Qinggang Company that Ms. Zhou Ting can control is equal to or greater than 29.143 (considering that Ms. Zhou Ting may hold A% of shares in Qinggang Company in the first step, the same below).

possible two , if Mr. Zheng Yonggang's father or mother is alive (note: only hypothetical analysis, without any disrespect, the same below), the heirs should be Ms. Zhou Ting (spouse), Mr. Zheng Ju (son), Ms. Zhou Ting's three children (children) and Mr. Zheng Yonggang's father or mother, Mr. Zheng Yonggang's (51-A)% equity interest in Qinggang Company, it should be divided into six equal parts. Ms. Zhou Ting and her children can get a total of 4/6, then the proportion of shares in Qinggang Company that Ms. Zhou Ting can control is equal to or more than 34%.

possible three , if Mr. Zheng Yonggang's parents are no longer there, the heirs should be Ms. Zhou Ting (spouse), Mr. Zheng Ju (son), Ms. Zhou Ting's three children (children), and Mr. Zheng Yonggang's (51-A)% equity in Qinggang Company, if it should be divided into five equal parts, Ms. Zhou Ting and her children can get a total of 4/5, then the proportion of shares in Qinggang Company that Ms. Zhou Ting can control is equal to or more than 40.8.

According to the current Company Law, the actual controller refers to a person who is not a shareholder of the company but can actually control the company's behavior through investment relations, agreements or other arrangements. Mr. Zheng Yonggang became the actual controller of Shanshan shares with his 51% stake in Qinggang Company, and Ms. Zhou Ting, who has the right to inherit more than half of the 51% stake in Qinggang Company, may of course also become the actual controller of Shanshan shares. Accordingly, Ms. Zhou Ting's previous claim that "based on the inheritance relationship, she should become the actual controller of Shanshan shares" is not groundless and possible.

then, what ms Zhou ting meant to be the actual controller of cedar shares is a sure thing?

 

[vi]

suspense

(I) whether Mr. Zheng Yonggang has a will

It is testamentary succession that can fight against legal succession.

The Civil Code stipulates that after inheritance begins, it shall be handled in accordance with legal inheritance; if there is a will, it shall be handled in accordance with testamentary inheritance or bequest. A natural person may dispose of his personal property by making a will in accordance with the law and designate the personal property to be inherited by one or more of the legal heirs.

Mr. Zheng Yonggang can distribute all or part of his 51% equity interest in Qinggang Company to Mr. Zheng Ju or/and Ms. Zhou Ting through a will. For example, Mr. Zheng Yonggang has previously made a will to dispose of his 51% stake in Qinggang Company. If the will is valid, it should be executed in accordance with his will.

therefore, in the absence of a will left by Mr. Zheng Yonggang and the unknown will (if any), the legal heirs such as Mr. Zheng ju and Ms. Zhou ting have unknown inheritance rights to 51% equity of qinggang company, and there is still a suspense over the control right of shanshan shares.

(II) Zhou Jiqing's choice

Zhou Jiqing holds 41% of Qinggang Company, which is higher than the 40.8 of Qinggang Company that Ms. Zhou Ting may control. Zhou Jiqing himself may also become the actual controller of Shanshan's shares.

If Zhou Jiqing and one of Mr. Zheng Ju or Ms. Zhou Ting reach an agreement (either orally or in writing) to become a" concerted action person ", it will become the last straw & mdash;& mdash; Who" wins ".

 

[7]

and then both

even if Ms. Zhou Ting cannot become the actual controller of Shanshan shares. If she can control at least 40.8 per cent of Qinggang Company, she will be able to set off a storm. And even if Ms. Zhou Ting becomes the actual controller of Shanshan shares, Mr. Zheng Ju can compete with each other by virtue of his share of Shanshan shares.

according to public information, cedar shares in the lithium battery materials industry leading position, the comprehensive production and sales scale ranks first in the world, of which the cathode material production capacity of 33000 tons/year, the world's first; Negative electrode material production capacity of 38000 tons/year, the world's top three; Electrolyte production capacity of 15000 tons/year, domestic top five.

On March 26, the Shanghai Stock Exchange issued a regulatory work letter to Shanshan Stock Exchange, urging the company and related parties to properly handle relevant matters and ensure the stable and standardized operation of listed companies. On the same day, Shanshan shares responded: the two parties involved have established communication channels and are willing to maintain a positive and open attitude towards dispute resolution.

The snipe and the clam fight, the fisherman benefits.

Maintaining the stability of the market value of Shanshan shares is the common interest of both parties involved, and the dispute over control will definitely affect the stability of Shanshan shares. The operating stability of the company is detrimental to the interests of both parties involved and the majority of investors. If the two parties involved can resolve the dispute through peace talks, it will not only benefit the stable development of the company, but also balance the interests of both parties involved.

The people are gone. The harmony of his family and the longevity of his family must be a consolation to Mr. Zheng Yonggang's spirit in heaven.

 

 

& nbsp; Author Profile

 

 

 

 

THE LAWYERS

 

 

 

lawyer Huang ting

[Introduction to Practice]

Graduated from the Law School of Shenzhen University, he is now a senior partner of Shengdian Law Firm, deputy secretary of Shengdian Party Committee, head of Shengdian bankruptcy administrator (second level), deputy editor of Shengdian Lawyer Review (Law Publishing House), arbitrator of Maoming Arbitration Commission, member of the Corporate Legal Professional Committee of Guangdong and Shenzhen Lawyers Associations, and member of the Business Development Committee of Shenzhen Bankruptcy Administrators Association. He is now an expert/lawyer of Shenzhen Baoan District Investment Management Group Co., Ltd., Shenzhen Water Planning and Design Institute Co., Ltd. (301038.SZ), China Resources Property Technology Service Co., Ltd., Shenzhen Enterprise Evaluation Association (SZEEA), Shenzhen Dingcheng Expert of Technical and Economic Evaluation Center, with securities qualification, private equity fund senior manager qualification, listed company independent director qualification.

lawyer Huang ting has rich practice experience and good professional ability in the fields of corporate legal affairs (including corporate governance and compliance, equity investment and financing, commercial transactions, disputes over shareholders'/partners' interests, etc.), real estate legal affairs (including real estate rights confirmation, transactions, leasing, etc.), enterprise bankruptcy liquidation (including reorganization, debt restructuring, etc.), outstanding performance, outstanding achievements, for many customers to provide professional and responsible, good efficiency of legal services. lawyer Huang ting is especially good at grasping the focus and key issues of commercial transactions and dispute resolution, creatively using business thinking and transaction logic to provide customers with unique and effective composite solutions, helping customers to achieve far more than expected solutions in many major cases/commercial transactions, and is deeply recognized and trusted by customers and partners.

 

[Main practice areas]

Corporate counsel and compliance, equity, anti-commercial bribery legal affairs, corporate investment and financing, debt restructuring, bankruptcy liquidation and reorganization legal affairs, difficult, major civil and commercial dispute resolution legal affairs

 

[email]

huangting@shengdian.com.cn