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Zhongke cloud network control over "Rashomon", directors, supervisors, and Gao contend for offensive and defensive battles

Release Time:2021-07-21 Topic:A share trading uniform Reading:4 Navigation:Stock Liao information > Comprehensive > Zhongke cloud network control over "Rashomon", directors, supervisors, and Gao contend for offensive and defensive battles phone-reading

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February 8th, Zhongke Cloud Network Office address, 2 company security guards are on duty at the front desk.

Photo by Xu Wei, reporter from Beijing News

On February 7, an announcement made by Zhongke Cloud Network once again pushed the company to the forefront of public opinion. The control dispute between the controlling shareholder Meng Kai and the current chairman Wang Yuhao of China Science Cloud Network continued to escalate and staged a "pry the door and lock the full force."

Meng Kai, who is far away from abroad, is no longer able to direct the listed company he founded.

Starting in mid-January, Meng Kai, the controlling shareholder of Zhongke Cloud Network, first adopted the "text attack" method to remove his client Wang Yuhao from the posts of chairman and director. After failing to achieve it, Meng Kai hired security personnel to forcibly control the company's office area and carried out a "army attack."

The fact that Meng Kai gave Wang Yuhao a power of attorney to make the two parties counter the purpose. After Meng Kai went abroad, he authorized Wang Yuhao to exercise his shareholder rights to solve the company's and Meng Kai's personal debt problems. Public reports show that in return, Meng Kai needs to pay him 100 million yuan in labor fees.

After Wang Yuhao took over, he solved part of the company’s debt problems. In this process, Meng Kai introduced a third party, Chen Ji, to exercise shareholder rights on his own behalf and revoked Wang Yuhao’s authorization.

The relationship between the two parties broke. Meng Kai wants to convene shareholder meetings and the board of directors to remove Wang Yuhao through various methods. Wang Yuhao's plan to let Meng Kai not be realized has not yet been realized. For now, the situation of the dispute between the two factions is not clear, and the story may have just begun.

[site]

"Two factions" confronted calmly after the conflict

Zhongkeyun The battle for control of the Internet has undergone subtle changes in the Long Dexing Building on Gulou Street in Beijing.

On February 8, a reporter from the Beijing News came to print "Hunan, Hubei and Hubei "The Long Dexing Building with the three-character horizontal door. Entering the Long Dexing Building, there is no one in the lobby on the first floor, except for a table and a few sofas, there is nothing else. Up to the sixth floor is the office space of Zhongke Cloud Network, which used to be the “first catering” eye-catching capital market.

A glass door with access control divides the sixth floor into two. Inside the door is the office space of Zhongke Cloud Network, and outside the door is the company's more than ten square meters lobby. There are few people coming in and out of the door, and outside the door is a peaceful confrontation between the "two factions".

A reporter from the Beijing News saw that on the front desk outside the door, besides a front desk guard, there are also two security guards in black uniforms representing the company. Every time an outsider wants to enter the glass door At that time, the security guard stood up and became extra vigilant.

On the opposite side of the front desk, two people dressed in black sat on a stool and chatted quietly. One of them told the Beijing News reporter that he and his partner are the company's major shareholder Meng Kai, and their task is to protect the property of Zhongke Cloud Network.

Behind this peaceful confrontation is the recent outbreak of a control dispute between China and the Science and Technology Cloud Network.

Beginning on January 18th, Meng Kai, the controlling shareholder of China Science and Technology Cloud Network, first used "text attack", that is, to send an e-mail, intending to remove the trustee Wang Yuhao from the position of chairman and director. After failing to achieve it, Meng Kai hired security personnel to forcibly control the company's office area for "army attack."

On February 8, a security officer outside the Long Dexing Building recalled to a reporter from the Beijing News that a group of people were facing each other in the building at that time. There were only four or five uniformed security guards, while the other party's personnel ( Meng Kai's side) more.

The announcement made by Zhongke Cloud Network on February 7 described the details of the conflict. It said that after the company was off work on January 24, a number of unidentified persons pried the door and forcibly entered the company andThe company door is locked. The company’s security personnel dialed 110 after the dissuasion was invalid. Although the police officers arrived at the scene thereafter, they failed to help the company solve the problem of illegal control of the office area. In the next few days, company personnel could not enter the office area normally.

During the period, the company’s legal representative and chairman Wang Yuhao called the police several times and went to the public security organs for on-site communication to solve the problem. According to Zhongke Cloud Network, at around 9:15 on February 6, 2017, with the help of police officers from the public security organs, company employees were able to enter the company's office.

In response, Meng Kai replied that the incident was to pay for the security personnel to protect the property of the listed company from loss, for the benefit of all shareholders of the company. Meng Kai said that the blocking is a misunderstanding. It has never prevented any employees of Zhongke Cloud Network from entering the company's normal office. As long as it is proved that they are official employees of Zhongke Cloud Network, they can freely enter and leave the company's normal office.

On February 8, the Beijing News reporter stayed in the lobby of the China Science Cloud Network for more than an hour. The security personnel of the two parties did not have any disputes or contact with each other. They both sat on one side and played. Cell phone.

[Cause]

Meng Kai authorized Wang Yuhao to act on his behalf

The conflict between the two parties originated from A power of attorney authorized by Meng Kai to Wang Yuhao in 2015.

After the National Day in 2014, Meng Kaiyuan went abroad and did not return, and was investigated by the Securities Regulatory Commission at the end of that year. At the beginning of 2015, Meng Kai resigned as chairman and president of Zhongke Cloud Network.

Regarding Meng Kai’s departure, Zhongke Cloud Network announced at that time that he was on business abroad, mainly to raise funds for repayment of corporate debt, and to dispose of relevant assets to seek mergers and acquisitions.

Zhongke Cloud Network, which was unsuccessful in its transformation, was in deep crisis due to continuous huge losses in 2013 and 2014. On April 7, 2015, the "ST Xiang-E Bond" issued by Zhongke Cloud Network defaulted, becoming the first domestic public offering bond to default. After Meng Kai resigned, the 181 million pledged shares were once applied for auction.

Zhongke Cloud Network is in a dilemma, Meng Kai's former friend Wang Yuhao "is in danger". On July 11, 2015, Wang Yuhao was elected as the director of the company. On July 28 of that year, Wang Yuhao formally served as chairman of the company after being elected by the board of directors.

On November 3, 2015, Meng Kai signed a number of notarized power of attorneys, authorizing the company’s chairman and president Wang Yuhao to exercise relevant rights on his behalf. The term of power is from the date of signing this power of attorney. This entrusted matter is irrevocably authorized to Wang Yuhao until the principal has paid off all personal debts related to the underlying shares.

According to the 2015 annual report of China Science and Technology Cloud Network, Wang Yuhao, born in 1961, served as Party Secretary of Wuhan Industrial Vocational and Technical College from 2005 to 2008, and served as Wuhan Tiankai Education Investment Co., Ltd. since 2008. Chairman of the company.

After Wang Yuhao took office, after a series of operations, the problem of "ST Xianghu debt" was basically solved. In the first half of 2016, Zhongke Cloud Network planned to acquire Sichuan Dingcheng, and at the same time released a fixed increase plan of 1.339 billion yuan. However, the restructuring transaction failed to reach the end.

In August 2016, the above-mentioned reorganization was terminated, and Meng Kai began to plan a new cooperation: signed a debt transfer agreement with the current director of the company, Chen Ji. According to the announcement and public reports of China Science and Technology Cloud Network, for this cooperation, Meng Kai entrusted the company to Chen Ji, entrusted Chen Ji's affiliated company Shanghai Gaoxiang to reorganize assets, and promised Shanghai Gaoxiang five board seats. Chen Ji and her law firm partner Huang Jing joined the board of directors of Zhongke Cloud Network. According to the data, Chen Ji was born in 1975 and used to be the vice chairman of China National Technology Holdings.

[Outbreak]

Meng Kai revoked the entrustment of Wang Yuhao and authorized Chen Ji

Meng Kai before It was revealed to the outside world that "By December 31, 2015, Wang Yuhao had only settled the company's debt of 430 million yuan, and the company had successfully preserved the shell. However, he did not settle the debt of about 1 billion yuan that I personally carried."

According to a report by Yicai, "Wang Yuhao did not completely solve the debt problem. Finally, my stock was about to be auctioned. Wang Yuhao couldn't find the money himself, and couldn't find the money after looking for three funders. Chen Jina had nearly six. The billions of real money saved my life, and I must support him to lead." Meng Kai said.

Meng Kai once said that he had negotiated with Chen Ji and Wang Yuhao so that Chen Ji became the chairman of China Science Cloud Network to solve the debt problem, and Wang Yuhao withdrew. Wang Yuhao later responded that he did not know about the agreement between Chen Ji and Meng Kai. In this regard, Chen Ji is naturally unwilling. According to media reports, heSaid to Meng Kai that the prerequisite for him to "save the company" was that Wang Yuhao was out of the game and he served as chairman.

According to China Business News, as a debt and asset restructuring client, Wang Yuhao obtained the terms of exchange that Meng Kai had to pay him 100 million yuan in labor fees. "The company succeeded in protecting the shell, but he did not settle the debt of about 1 billion yuan that I personally carried, and I did not give the money. He hoped to use the Chen Ji incident to force me to pay." Meng Kai said.

In response to this statement, on February 8, a reporter from the Beijing News called the representative office of Zhongke Cloud Net Securities to obtain a response from Wang Yuhao, but the staff said that the company’s announcement has already detailed recent events. It was disclosed that the top executives no longer individually accept media interviews.

On January 16, China Science Cloud announced that it had communicated with Meng Kai and learned that Meng Kai passed the notarization process on December 29, 2016, and cancelled the cancellation from January 1, 2017. , Wang Yuhao has all rights as his trustee. Authorize Chen Ji to enjoy the right to nominate directors of the third and fourth board of directors and supervisors of the board of supervisors of Meng Kai.

Two days later, the company announced again that it had received an e-mail in the name of the controlling shareholder Meng Kai with scanned copies of electronic documents such as "Proposal for Convening an Interim Board of Directors".

Zhongke Yun.com stated that since Meng Kai's personal debts related to its target shareholders have not been fully paid, under this circumstance, whether Meng Kai has the right to call an extraordinary general meeting of shareholders and an extraordinary board of directors is questionable. In other words, the board of directors represented by Wang Yuhao raised an objection to Meng Kai's authorization.

Attorney Zhong Lan’an from Beijing Jingshi Law Firm told the Beijing News that the controlling shareholder Meng Kai entrusted another shareholder Wang Yuhao as the client to deal with related affairs, although the power of attorney stated that “this entrustment is not acceptable. "Cancellation", but because the entrustment is a unilateral act, Meng Kai still has the right to cancel Wang Yuhao’s entrustment at any time in accordance with the provisions of the Contract Law.

Zhong Lan'an believes that according to the "Emperor Clause" of the Civil Law, that is, the principle of good faith, Meng Kai's cancellation of commission does violate this principle. If the two parties signed the "Entrustment Agreement" and made a clear agreement on the legal responsibilities for revocation of the entrustment, then Meng Kai should bear the responsibility for breach of contract. Even if the two parties did not sign the Entrustment Agreement, if another shareholder, Wang Yuhao, revokes the entrustment and suffers related losses, he can demand compensation from Meng Kai in accordance with the law.

[Competition]

Directors, supervisors, supervisors and senior directors compete for the current "offensive and defensive war"

by the chairman of the board Wang Yuhao proposed that on January 20, 2017, Zhongke Yun.com held an interim working meeting of the third board of directors by means of on-site + communication video conference to discuss whether to convene an interim board of directors and an extraordinary general meeting of shareholders based on the content of the email. All 7 directors To attend a meeting.

The result of the collegiate discussion is: Wang Yuhao, Wu Linsheng and other five directors voted against, and Chen Ji and his party Huang Jing two directors agreed to convene an extraordinary board meeting and an extraordinary general meeting of shareholders.

On January 24, Zhongke Cloud said that it received an email from Liu Xiaolin, Chairman of the Board of Supervisors. The content of the email was that the Board of Supervisors held its first extraordinary meeting in 2017 on that day, requesting to arrange an announcement and assist in issuing a general meeting of shareholders. Notice, and proposed to convene an extraordinary general meeting of shareholders and an extraordinary board of directors to review the proposal to remove Wang Yuhao and the chairman of the board. The board of supervisors deliberated and passed it with 2 votes in favor and 1 abstention.

On February 4th after the Spring Festival, Liu Xiaolin once again copied an email to the company’s directors, stating that he had received a proposal from Meng Kai on requesting the board of supervisors to convene an extraordinary general meeting of shareholders. Liu Xiaolin stated that he would convene all supervisors to convene an interim board of supervisors to review relevant proposals, and invite the secretary of the board of directors and the secretary of the board to attend the meeting as non-voting delegates.

Regarding the two meetings of the Board of Supervisors, Wang Yuhao held an ad hoc working meeting on February 6 to discuss and agree on the legality and compliance of the procedures for the two meetings of the Board of Supervisors, the identity of the personnel, and the legality of the proposals. Five directors, including Wang Yuhao and Wu Linsheng, believed that whether the above two meetings were legal and effective should be subject to the legal opinions issued by the legal counsel. The two directors, Chen Ji and Huang Jing, believed that the first interim meeting of the board of supervisors was legal and effective, and there was no need to discuss the legality and validity of the second interim meeting.

On February 5th, Zhongke Cloud Network held the first workers' meeting in 2017. 35 employees attended the meeting. The "Proposal on Replacing Employee Representative Supervisor Ai Dongfeng" and "On the Election of Wang Qingyu" were unanimously passed. Proposal for the Employee Representative Supervisor."

According to the announcement, Wang Qingyu, who replaced Ai Dongfeng, entered Zhongke Cloud Network in September 2015. He has served as assistant to the chairman and assistant to the legal director. He is regarded as a "confidant" of Wang Yuhao, and Ai Dongfeng He is the “veteran” of China Science and Technology Cloud Network, former party secretary and labor union chairman, Was elected as the employee representative supervisor on September 3, 2014.

Wang Qingyu replaced Ai Dongfeng. There is a view that Wang Yuhao is further strengthening the control of Zhongke Cloud Network in order to respond to Meng Kai and director Chen Ji's "forced palace".

So far, the dispute over the control of the cloud network in China has fallen into a "quagmire." As far as the current situation is concerned, it is unknown who will die.

In response to the dispute over the control of the China Science and Technology Cloud Network, a reporter from the Beijing News contacted Meng Kai and sent an outline for the interview. On February 12, Meng Kai replied, "Shenzhen Stock Exchange has eight questions, no more questions! Otherwise, something will happen."

■ Background

Five years of ups and downs, the decline of Zhongke Cloud Network

Keyun.com, formerly known as Xiang-Eqing, is a well-known listed private catering company in China. According to media reports, at the highest point, Hunan, Hubei and Hunan had opened about 35 stores across the country. However, since 2012, due to the central government’s strict control policy on consumption of the "San Gong", the performance of Hunan and Hubei has experienced a sharp decline. Continuous losses in 2013 and 2014.

Hunan and Hubei Qing closed stores in a large area in 2013, and tried to transform, not only to transform to popularization, but also to try environmental protection, technology and other businesses. The company name was also changed from Hunan and Hubei Qing to Zhongke Cloud Network. However, from the current point of view, the road to transformation is not smooth, and the catering business still accounts for more than 80% of revenue.

The funds raised from the IPO are mostly used for store construction

The Dinghui Temple store in Hunan, Hubei and Hubei has witnessed the glory and decline of Meng Kai and Hunan, Hubei and Hubei. On February 10th, a reporter from the Beijing News came to this building. The three red-letter signboards of "Xiang, Hubei, Love" were conspicuous, the color of the word "Xiang" had fallen off, and only three points of water remained faintly.

This used to be the Beijing head office of Hunan and Hubei. Now the store is surrounded by blue building baffles, which reads "Construction heavy site, no display of fireworks and firecrackers." The security guard told reporters that the store was a It was closed more than a year ago and is currently undergoing renovation. I should not be able to do catering in the future.

According to the IPO prospectus, in 1999, the Dinghui Temple Store was established in Hunan, Hubei and Hubei. When the Hunan and Hubei Love was listed in 2009, the Dinghui Temple shop was at its peak. Generally, the table was fully booked at 12 noon. There are 40 rooms, and there are about 300 seats.

A detail may explain the past glory of Dinghui Temple store. According to the prospectus, the lease area of ​​the employee dormitory of Dinghui Temple Store is 2,000 square meters, and the rent is as high as 780,000 yuan per year.

Hunan and Hubei Love was listed in 2009 and raised a total of 460 million yuan, 326.7 million was used for store construction, including 29,806,300 yuan in the renovation project of Beijing Dinghui Temple (headquarters) and 2.969 including the Chaoyang store project. Chain development projects worth RMB 100 million.

Judging from the pledged projects of raised funds in 2012, in the previous 3 years, there were 26 fundraising projects in Hunan, Hubei and Hubei, 21 of which were related to store acquisition, expansion and reconstruction.

Among these 21 projects, 10 projects are in Beijing. Including Dinghui Temple Store, Chaoyangmen Store, Guangqumen Store, Zhongzhou Road Store and other major stores, the cumulative investment of the four stores reached 103 million yuan, and the benefits realized during the 2012 reporting period were 4,799,991 million.

In fact, in 2012, when the store layout of Hunan, Hubei and Hubei was at its peak, in areas outside the capital, the hidden disease of the catering company’s business strategy has begun to suffer.

During the reporting period, there were large-scale units around the Hunan-Hubei Love Zhengzhou Huanghe Road store. It was expected that there would be a large passenger flow. Later, affected by the relocation of units, the expected return was not achieved after it was put into operation. The projects of Wuhan Sanyang Road Store and the newly-built Hulunbuir North Road Store in Hohhot also fell short of expectations.

In 2013, Hunan and Hubei sentimentalism began to close to the shops

At the end of 2012, the central "Eight Regulations" were promulgated, and the consumption of "San Gong" was strictly controlled. According to the financial report, the income of the original restaurant business of Hunan and Hubei Qing mainly comes from the banquets of official and commercial units, which also coincides with the characteristics of its location selection.

The love between Hunan and Hubei moved to Waterloo in 2013. During the year, Xiang-Eqing closed the restaurants of 13 branches, including 3 stores in Beijing. In addition to the Chaoyangmen Nanxincang store, the elite Wanquanhe store and the Southwest Fourth Ring Store were also closed. The net assets of the three Beijing stores at the end of the period were about -52.562 million yuan, and the total net profit loss was -49,574,600 yuan.

In addition to closing the stores, Hunan and Hubei Qing also reduced its business area in Xidan, a well-known location in 2013, from more than 12,000 square meters to 5,285.59 square meters.

20In 2013, the operating income of Hunan and Hubei Province fell by 41.19% year-on-year to 802 million yuan, and the net profit was a loss of 564 million yuan, compared with the net profit of 81.93 million yuan in the previous year.

Among the core stores of Hunan, Hubei and Hubei, in 2013, the Beijing Chaoyang store had a net profit loss of -16.924 million yuan, the Guangqumen store had a loss of -612,800 yuan, and the Gulou Zhongzhou Road store had a loss of -5.3604 million yuan.

In contrast, the net profit of the core stores of Hunan and Hubei Love in 2008 was quite brilliant. The net profit of Dinghui Temple Store, Xidan Store and Zhongzhou Road Store was 12.909 million yuan, 16.406 million yuan and 16.406 million yuan respectively. 11.1651 million yuan.

The former Hunan-Hubei Love Chaoyangmen Store, located in Wangjia Hutong, was used by PetroChina, CNOOC, Ministry of Foreign Affairs, Bank of China and other large enterprises. Today, it has been renamed Haitang Hot Pot, and the hot pot buffet is 198 yuan per person.

On February 12, a reporter from the Beijing News visited the Xiang'eqingmen store in Guangqumen and found that the store had been closed. A notice was posted at the door stating that the store is temporarily closed and the sale of fast food (working meals) will be suspended during the closure period. The date of signing is July 12, 2016, and the signing company is Beijing Guangqumen Chef Xiaocai Catering Co., Ltd.

According to industry and commerce information, Beijing Guangqumen Chef Xiaocai Catering Co., Ltd. was previously the legal person shareholder of Shenzhen Qianhai Xiang Eqing Equity Investment Co., Ltd., and the legal representative of the latter was Meng Kai. However, on August 9, 2016, the former legal person shareholder was changed to Shanghai Yingshi Information Technology Co., Ltd.

Frequent setbacks in cross-industry transformation

In February 2013, Hunan and Hubei sentiment made substantial adjustments to the operation of its restaurants, such as canceling high-priced dishes and focusing on people-friendly prices Dishes and wine are sold at level prices, service charges for private rooms are cancelled, and minimum consumption is not set. At the same time, Xiang-Eqing withdrew from Shenzhen Seaport (mainly seafood products) in order to cater to the popular transformation strategy of the restaurant business.

As envisaged, Hunan and Hubei Love hopes to realize the "2-8 conversion" of public catering business and restaurant business in three to five years, that is, public catering business can account for 80% of the company's operating income, and restaurant business operating proportion Reduce to about 20% of the company's operating income. However, according to the 2013 annual report, in the face of huge losses, high rents, high long-term prepaid expenses (mainly investment in restaurant opening and decoration), high labor costs, and the high-end brand image of "Hunan, Hubei" in the minds of customers have made the transformation become It's very difficult.

Throwing one's horizons beyond catering has become the back of Hunan, Hubei and Hunan. Hunan and Hubei Love has tried businesses such as environmental protection and technology. However, the result is not ideal.

In July 2013, Hunan and Hubei Province saw the future of the environmental protection industry and announced its intention to acquire a 51% stake in Jiangsu Zhongyu Environmental Protection for a price of 200 million yuan. A year later, the acquisition was terminated. In December of the same year, Xiang and Eqing once again invested 51 million yuan to hold a 51% stake in Hefei Tianyan, an environmental protection company, and 40 million yuan to acquire a 51% stake in Jiangsu Shengyi Environmental Protection Co., Ltd.

Before investing heavily in the environmental protection industry, Hunan and Hubei Province had just encountered a major mistake in real estate investment. In September 2013, according to the announcement, in the project of "No. 72 Taipei Road" in Wuhan, Hunan and Hubei Qing was defrauded of the fact that the land use right was seized by the court and was defrauded of 60 million yuan. The company will accrue bad debts based on the actual situation. ready.

In July 2014, Hunan and Hubei Love changed its name to "Zhongke Cloud Network Technology Group Co., Ltd.", publicly expressing its entry into the new network media, cloud services and big data fields, showing that it is stepping into the Internet field, and catering The determination to bid farewell to the industry.

However, the transformation did not meet expectations.

In the two years after the transformation, the catering business still accounted for more than 80% of the main business income of Hunan, Hubei, and there was a trend of expansion. The environmental protection business suffered a decline, and the new media business did not separately list the details. .

In 2014, the environmental protection income of China Science and Technology Cloud Network was 69.65 million yuan, accounting for 11.12% of the current operating income. By 2015, the environmental protection revenue plummeted to RMB 15,002,400, accounting for only 3.98% of operating revenue. In 2015, the revenue from the catering business of Zhongke Cloud Network decreased by -36.05% year-on-year to 336 million yuan.

In the first three quarters of 2016, Zhongke Cloud Network lost 18.87 million yuan.

In December 2015, Zhongke Cloud Network sold the equity of many subsidiaries, including 100% equity of Beijing Zhongke Cloud Network, to Kezhou Xiangeqing Investment Holding Co., Ltd.

□Beijing News reporter Xu WeiZhang Fan Report from Beijing

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