Yingde Gases invites all shareholders to support the majority members of the Board of Directors to stabilize Yingde Gases and maximize potential value for all shareholders
- Written by Reporters
Yingde Gases (including all its independent directors) recommend shareholders to
(1) vote in favor of the requisition by Chairman Zhao and
the majority of the Board of Directors (the "Majority Board") to
remove Mr. Zhongguo Sun ("Mr. Sun") and Mr. Trevor Raymond Strutt ("Mr. Strutt") as directors
and
(2) vote against the requisition by entities controlled by
Mr. Sun and Mr. Strutt to remove the Majority Directors
All top 5 customers and virtually all major customers (more than 30) and
core management members at plant and departmental level (over 110)
have expressed support for the new management
Highlights:
1. Yingde Gases Group Co. Ltd. (the "Company"), including all its independent directors, strongly urges all shareholders to vote in favor of resolution proposed by the Majority Board, including all independent directors, and Mr. Zhao Xiangti, Chairman of Yingde Gases at the extraordinary general meeting ("EGM") to remove Mr. Sun and Mr. Strutt as directors and vote against their proposal in order to safeguard the value of the Company and interests of shareholders.
2. The Majority Board, including all independent directors, is committed to maximizing shareholder value and has taken and will take steps to maximize shareholder value.
- The Majority Board has stated previously its clear openness to a potential privatization and will also rigorously pursue its fiduciary obligations to maximize value for all shareholders
- It also wants to ensure that any transaction is fair and represents the value maximizing alternative for shareholders and that a thorough evaluation of alternatives is carried out
- To that end, the Company has already formed an independent board committee to evaluate the possible offer by Air Products and intends to engage a reputable financial advisor to advise the Company in relation to the possible offers by Air Products and Stellars and explore potential strategic alternatives
- The Company intends to provide shareholders with updates on further significant developments as they arise
3. During their tenure as Executive Directors in the past few years, Mr. Sun and Mr. Strutt have demonstrated a consistent pattern of behavior (i) of advancing their own interests to the detriment of the Company and the wider shareholder base, (ii) a disregard for corporate governance, conflicts of interest and (iii) of gross mismanagement of the business affecting operating performance, employee morale and the Company's share price. The Company's circular issued on 9 February (the "Circular") provide 12 reasons for the removal of the two directors with supporting documentation and evidence that justify why the Majority Board and the Company feel it is needed to remove Mr. Sun and Mr. Strutt as directors.
- These include evidence of interests in competing businesses (NTLD Industrial Gas and Astrotec), improper cash advances and using corporate funds for completely unrelated personal affairs
- In protecting their control of the Company, the Company believes Mr. Sun has also had a relative purchase shares on his behalf, effectively causing Mr. Sun and Mr. Strutt to exercise influence of more than 30% without having made a mandatory general offer in accordance with the Hong Kong Takeovers Code
- During 7 years since the IPO, Mr. Sun and Mr. Strutt never agreed to sell equity of the Company or relent control of the Company until they were forced out from management by the Majority Board. Shareholders should be rightly concerned that the sudden 180 degree turn in their position represents opportunism rather a sincere commitment to maximize value for shareholders through a sale. If they were to regain control of the Board, the Company is skeptical of their intention to follow through
- The circumstances and supporting information around these rationales are set forth in the circular which include the judgment of the Hong Kong High Court confirming that Mr. Sun was the true controlling shareholder of a competing interest
4. Even assuming Mr. Sun and Mr. Strutt were genuine in their desire to sell the Company, the Majority Board has significant concern that that the return of Mr. Sun and Mr. Strutt may be value destructive to shareholders.
- The Majority Board and new management has the clear and unequivocal support of substantially all of its major customers and management teams at plants and within departments.
- The return of Mr. Strutt and Mr. Sun would be destabilizing, with potential to impact the near term future business of the Company, relationships with customers, employees, suppliers and creditors. Any such impact would lower the valuation assigned by any potential purchaser.
- The turmoil would also potentially discourage a bidder from participating in the process to purchase the Company, cause delays in any process and limit the Company's flexibility to pursue other strategic alternatives.
5. The new management's efforts to improve operating performance are in line with enhancing corporate value, which will enhance the ultimate value of the Company, including if a sale occurs.
- The new management has received support in writing from almost all of the Company's major customers (more than 30 customers, including all the top 5 customers of the Company for the year of 2015) and from almost all of its core members of management team from various departments and production plants of the Company (more than 110 core members of the management team). To learn more about the Customers Support Letter, please refer to Media Center of our Company website at http://www.yingdegas.com/html/media_letter.php
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HONG KONG, CHINA - Media OutReach - 10 February 2017 - Yingde Gases Group Company Limited ("Yingde Gases", the "Group" or the "Company"; SEHK stock code: 02168) announced that the Company has issued a circular to all shareholders on 9 February 2017 to propose resolutions to remove Mr. Zhongguo Sun ("Mr. Sun") and Mr. Trevor Raymond Strutt ("Mr. Strutt") as Directors at an extraordinary general meeting to be held on 8 March 2017.
Yingde Gases pointed out that during their tenure as Executive Directors, Mr. Sun and Mr. Strutt had behaved in a way that was against or hurt the interests of the Company, and compromised the directors' integrity and was contrary to shareholders' expectations.The Circular stated 12 key reasons for the removal of the two to enable shareholders to objectively understand the rationale behind such resolutions. The Company believes that the poor performance of Mr. Sun and Mr. Strutt has led to a decline in the performance of the Company and has seriously affected the relationships between the Company and its customers and employees, thus affecting the Company's financial position and share price. As a result, the shareholders have also suffered great loss.
To learn about the 12 reasons for the removal of Mr. Sun and Mr. Strutt from the positions of executive directors, please refer to page(s) 13 to 14 of the Circular on SEHK website at
http://www.hkexnews.hk/listedco/listconews/SEH....
At present, the Company's new management is doing their best to reform the business and improve operating performance. Management has proposed new concepts of "technology, service, reciprocity", endeavoring to re-build relationships with existing customers, and has been devoted to tapping into new industries, new fields and winning business from new customers. The Company's operations and management have been improved significantly in the past three months. The Group's new management made significant progress in repairing and improving customer relationships, enhancing assets quality and optimizing the financial structure, strengthening internal control and raising employee morale to bring the Company back to a right track. The efforts to enhance the enterprise value are in line with shareholders' expectations to maximize value through mergers and acquisitions or by other means.
Lastly, Mr. Sun and Mr. Strutt's principal reason for removing the majority board is that the Majority Board approved the placing to Originwater in early-November 2016 and mid-December 2016 under general mandate, despite the fact that after Air Products sent the first letter of interest on 29 December 2016. All members of the Majority Board voted to terminate the placing of Originwater on 10 January 2017, once the new circumstances became clear. It should be obvious that the real motive of Mr. Sun and Mr. Strutt to remove the Majority Board is to eliminate dissidents from the Board so that they can regain control of the Board. Yingde Gases is not Mr. Sun & Mr. Strutt's private company although they together with Mr. Sun's cousin own more than 30% voting rights of the Company. All the minority shareholders deserve a better management to protect their interest and most importantly better share price performance after the dramatic share price decline since late 2014!
Mr. Zhao Xiangti, Chairman of Yingde Gases said, "The EGM will be the most important general meeting in the history of the Company. The result will decide the future of the Company and its employees, and will strongly affect the interests of the Company's Shareholders, employees, senior management and customers. Therefore, I hereby sincerely invite all the shareholders of Yingde Gases to attend the EGM and vote after weighing the advantages and disadvantages of the two sets of resolutions. I believe that shareholders' support of the Majority Board and the new management will benefit the Company and all shareholders. We will bear the interests of the Group and those of the shareholders as a whole in our mind, and as such, we will dedicate ourselves to strengthening the business operation, improving performance and maximizing shareholder value. This is the way to maximize the Company's value."
Mr. Zhang Yunfeng, COO and Executive Director of Yingde Gases said"The new management has received blessing and support in writing from almost all of our major customers (more than 30 customers including the top 5 customers of the Company for the year of 2015) and from almost all of its core members of the management teams from various departments and production plants of the Company (more than 110 core members of the management team). Without the support from the management team, customers and employees of the Company, Mr. Sun and Mr. Strutt are poorly positioned to implement any strategic sale or transaction for the Company."
Source http://www.media-outreach.com/release.php/View/2996#Contact