After a lapse of two years, Wu xiongang, Softbank and arm fought fiercely again over the control of anmou Technology (China) Co., Ltd. (hereinafter referred to as anmou Technology). Yesterday, Wu xiongang was interviewed by the media and angrily sprayed Softbank's attempt to control the exposure of anmou's technological ambition. Today, arm sent a media open letter through its public relations company, saying that through the resolution of the board of directors, it has appointed a new joint CEO and completed the industrial and commercial registration according to law.
Source: Shenzhen market supervision and Administration Bureau
Subsequently, anmou Technology issued a statement saying that there were major legal defects in the change registration procedure accepted by the industrial and commercial department, which would safeguard judicial rights Wu xiongang also said that as a director and chairman of the company, he has never received any notice of the "resolution", nor has he convened or presided over the "meeting". As a license holder and seal holder specified in the articles of association, he is also the legal representative previously registered, and has never submitted any registration application on behalf of the company
At present, Softbank and arm have completed the change of legal person without obtaining the official seal of the enterprise in some way, but at present, the actual control of the company is still in Wu Xiong's hands and will not be easily transferred. The palace fight drama of anmou technology is not over yet. This company, which is regarded as a model for the benign development of joint ventures in China's high-tech field, will continue to move forward with difficulties in the wind and rain
The battle for control ended
In June 2020, Magnolia Hopu, the largest shareholder of anmou technology, and arm, the second largest shareholder, joined hands to remove Wu xiongang from the post of chairman and CEO and appoint two joint CEOs on the grounds of conflict of interest.
However, Wu xiongang believed that the convening procedure of the board of directors was not in conformity and refused to recognize the resolution of the board of directors. Since then, minority shareholders who supported Wu xiongang initiated legal proceedings against anmou technology on the grounds of requiring confirmation of the effectiveness of the company's resolution. As a result, the contradiction between the management and major shareholders was kicked. Wu xiongang, who holds the official seal, refused to hand over his rights, and the dispute over the control of the company has gradually become a tug of war.
According to the analysis of legal circles, many articles of association of Sino foreign joint ventures stipulate that the board of directors needs the chairman to convene and preside over. However, it may not be stipulated how the chairman should be convened and presided over if he is removed or vacant for other reasons. Wu xiongang may take this as the basis to determine that the process of the board of directors is non-conforming
All parties concerned have a strong international background, and the trend of disputes also affects industries at home and abroad. According to Han Lijie, a partner of American Kaiteng law firm, aijiwei understands that in the dispute over corporate control abroad, it is a common dispute to argue that the resolution is invalid if the procedure is improper on the grounds of the procedural problems of the convening and voting of the shareholders' meeting and the board of directors. In many countries, such as the United States and the United Kingdom, great emphasis is placed on procedural justice. There are many cases of invalidation of decisions on the grounds of improper procedures and affecting the rights and interests of relevant stakeholders.
The core issue of control is whether the board of directors effectively removed Wu xiongang from the post of chairman in accordance with due process. Wu xiongang tried to determine it through judicial procedures. In an interview with aijiwei yesterday, he also said that the lawsuit over the ownership of the company's management right has not ended
But Softbank and arm are clearly reluctant to wait. From today's official announcement, Softbank and arm have realized the change of legal person in the industrial and commercial administration department through some ways. Previously, foreign media sources said that Softbank and arm have reached an agreement with relevant government departments.
Wu xiongang and anmou technology did not recognize this. In a statement released today, they said that they had never submitted the industrial and commercial change registration to the Shenzhen market supervision and administration, believed that there were major legal defects in the change registration procedures accepted by the industrial and commercial department, and said they would take legal means to protect their rights.
Legal professionals believe that changing the legal representative involves very specific rights and complex disputes of corporate governance. First of all, as an administrative organ, the market supervision bureau is generally difficult to judge the legal disputes within the company. Secondly, it is understood that the Shenzhen court is trying the case. Before the trial of court cases is completed, there is the intersection of judicial procedures and administrative functions and powers. Generally speaking, the market supervision bureau will not make a direct judgment. The more common situation is to wait for the final judicial judgment to take effect before handling relevant procedures
Who has the official seal
In addition to waiting for the judicial judgment, another key factor in the two-year dispute over the control of anmou technology is that Wu xiongang still holds the official seal of anmou technology. Generally speaking, the change of enterprise legal person requires the applicant to hold the official seal of the enterprise and submit relevant materials.
The above legal circles said that the competent department of the official seal issue is the public security organ. First of all, the official seal is generally a seal engraving license issued by the public security organ. Previously, in view of the fact that the official seal of anmou technology was not lost, the Public Security Bureau generally did not judge the power struggle within the company and supported one party to carve a new seal. Because the company legal person holds the official seal is the place of authority, and the Public Security Bureau will not order him to hand over the official seal. It is difficult for shareholders or other members of the board of directors to persuade the Public Security Bureau or the market supervision bureau to assist in retrieving or re engraving the official seal. Under normal circumstances, the common way for public security organs to deal with internal disputes in enterprises is to suggest that all parties resort to law to the court for settlement.
However, from the operational level, it does not mean that the legal person cannot be changed without the official seal. The market supervision bureau (administrative department for Industry and Commerce) has certain discretion in charge of the change of legal persons and directors. If the relevant applicant makes a written commitment, the administrative department for Industry and Commerce recognizes its identity and has the right to apply for the change. The requirements for the sealing of the application may be changed, and the official seal can be supplemented later, but the changed legal person shall bear relevant responsibilities
At present, for the current ownership of the official seal, aijiwei has sought confirmation from arm and anmou technology on the ownership of the official seal. As of the time of publication, it has not received a clear reply. However, judging from Wu xiongang's statement, he is still the seal holder
For the current situation, the legal profession pointed out that Wu xiongang can apply for reconsideration from the industrial and commercial administration department, or seek judicial procedures to prevent the change of enterprise legal person by going to the court
While changing the legal person of anmou technology, it also announced the notice of the appointment of the new management, which is consistent with the content reported by foreign media yesterday. Liu Renchen and Chen Xun served as the co CEO of anmou technology. At present, the post of chairman of anmou technology is vacant and will be elected by the board of directors.
According to the data, Liu Renchen graduated from the Department of chemical engineering of Tsinghua University and once served as the vice president of the Research Institute of Tsinghua University in Shenzhen. Chen Xun is the managing partner of Softbank vision fund.
The combination of "scholars + investors" in the CEO structure is more like pursuing the balance in the structure of this Sino foreign joint venture than having a strong industrial background.
Wu xiongang said in an interview with Aiji micro yesterday that the change of corporate governance structure involves the company's management articles of association, and he is completely unaware of it, whether as the operator of the company, or the company's directors and minority shareholders. Wu xiongang said that Softbank's attempt to control anmou technology with "its own people" is not in line with the original intention of anmou technology and the fundamental interests of China's semiconductor industry.
Where does anmou technology go
Recently, the dispute over the control of anmou technology and Softbank are promoting the synchronous linkage of arm listing. Earlier this month, arm has transferred all its equity of anmou technology to SPV, a special purpose company with Softbank group as the major shareholder.
The analysis points out that the inability to audit the finance of anmou technology has become a challenge on the road of arm's successful IPO, and the equity transfer carried out by arm is also to avoid the trouble encountered in the listing audit. Anmou technology "gongdou" 2.0 is a concomitant plot, but Wu xiongang believes that he has never refused the audit. The fact is that arm has not sent any documents related to the audit requirements, which is the problem of Softbank.
Although arm stated in the statement that the equity transfer in anmou technology does not involve the impact of China's ecology. However, the following paragraph, combined with today's high-level appointment, is worth pondering: anmou technology will continue to be the main commercial distribution channel for arm to authorize its IP to authorized customers in China, without mentioning another role of anmou technology as a joint venture - independent innovation.
Wu xiongang believes that the promotion of the new co CEO will lead to anmou technology becoming a company completely controlled by Softbank, which deviates from the original intention of the Chinese leadership of the joint venture.
In this case, industry analysis, there are mainly several aspects of impact.
First, as Softbank is currently in the process of promoting arm listing, Softbank may require the joint venture to "cooperate" in some actions in pursuit of arm report performance. Wu xiongang has expressed such doubts, such as raising prices and other ways to increase revenue, so as to push up the valuation of arm listing
Second, whether the joint venture can continue to maintain its independent research and development and serve the positioning of local enterprises. Four years after its establishment, anmou technology has been promoting the Sinicization of arm IP, but due to the contradiction between the management and major shareholders, arm, as a single major shareholder, may not trust anmou technology. The adjustment of the management may turn anmou technology into a simple sales channel of arm in China and weaken independent research and development
"When the joint venture becomes most or most of the growth of arm, whether to strengthen the joint venture or arm, and which part of the joint venture should grow in the end, this may be the focus of anmou technology in the future. We hope anmou technology can continue to give full play to its support to local enterprises in terms of independent innovation." An industry source pointed out.
The establishment of anmou technology before 2018 is regarded as a model for the sound development of Chinese high-tech joint ventures that introduce foreign advanced technology and enable local industries. However, nearly half of the time since its establishment has been in the "internal friction" between management and shareholders. Among them, the problems exposed in the law and corporate governance norms around the dispute over control are also worth pondering.