On 9 January 2024, Greatview Aseptic Packaging Company Limited (0468.HK) (“Greatview”) has issued a circular (the “Circular”) and a meeting notice in relation to a requisition notice submitted by Jingfeng Holding Limited (“Jingfeng”) to Greatview and requested Greatview to convene an Extraordinary General Meeting (“EGM”) for the appointment of directors. The EGM is scheduled to be held on 26 January 2024.
The requisition is believed to be a response made by the single largest shareholder of Greatview regarding the recent unsatisfactory financial performance of Greatview. Greatview has not declared any dividend since 2021. From a financial performance perspective, Greatview’s gross profit margin has continuously declined since 2020. In 2020, 2021, 2022, and the first half of 2023, Greatview’s gross profit margin was 26.51%, 20.14%, 14.93% and 15.72% respectively. Furthermore, as of 10 January 2024, Greatview’s market capitalization has decreased by 64% since its listing in Hong Kong, from HK$6.6 billion to HK$2.4 billion, Greatview has also been removed as a constituent to the Morgan Stanley Capital International (MSCI) Index in November 2022.
It is also noted that some of Greatview’s board of directors are sitting in multiple seats. Mr. Bi Hua, who is the CEO as well as an executive director of Greatview, holds 9.65% interests of Greatview; Mr. Hong Gang is the Chairman of the Board and a shareholder of Greatview, who controls 5.85% shareholding; and Mr. Chang Fuquan does not only owns 0.34% interests in Greatview but also being appointed as the CFO as well as an executive director. Mr. Wang Bangsheng, the newly appointed director is the general manager of a wholly owned subsidiary of Mengniu, which is one of the major customers of Greatview and has recently entered into a subscription agreement for shares in Greatview, hence not entirely independent from Greatview.
Based on the circular disclosed by Greatview, it is easy to see that Jingfeng intends to nominate the following professionals to be appointed to the Board to improve the diversity of the board:
According to journalists’ investigations, the above directors can be categorized into 3 categories. Mr. Wang Hang possesses extensive industry and investment experience enabling him to provide valuable investment advice to Greatview. He also has relatively extensive knowledge and understanding of the requirements of aseptic packaging materials for such related products.
Mr. Carson Wen has been practicing law for over 30 years, and was a partner and then of counsel at Jones Day, and he is also a Justice of Peace in Hong Kong, with extensive experience in corporate governance and listing compliance matters.
For financial and accounting expertise/ ESG issues, Mr. Yau Pak Yue is a certified public accountant in Hong Kong and a certified practicing accountant in Australia, he was a partner at one of the big four international accounting firms and served as director of the board of several Hong Kong listed companies. Mr. Choi Wai Hong, Clifford holds accounting and tax qualifications in several jurisdictions, he served as director of the board of various Hong Kong listed companies. Mr. Lin San Fu worked at one of the big four international accounting firms for many years and took up senior management roles in various companies.
As further understood from Jingfeng that thought the proposed resolutions, Jingfeng is in the hope to improve the information transparency as well as corporate governance of Greatview. Regardless that not all the proposed 5 directors or in the extreme situation that at least one of the five proposed directors being appointed successfully, an effective channel can then be established between all shareholders and Greatview. It is expected that the if-being-successfully-appointed director(s) can narrow the information gap and bring to all shareholders what is going on in Greatview, hence to protect the interests of all shareholders.
The concerns over the appointment of the new directors mentioned in the Circular has brought some discussions in the market but we have also observed some other opinions in the market.
Whilst Greatview claimed that there could be leakage of business secrets and reduction of client orders, public data shows it is not uncommon that a supplier supplies to several aseptic packaging clients at the same time in the aseptic packaging industry.
As a leading supplier in the aseptic packaging industry, it is reasonable to expect Greatview to have a comprehensive information management mechanism in place to protect sensitive information of all customers and possess the capability to serve several major customers at the same time.
On the other hand, same analogy that other customers of Greatview shall cast concerns regarding the new appointment of Mr. Wang Bangsheng as a non-executive director to Greatview who is the general manager of a wholly-owned subsidiary of Mengniu, being the largest customer of Greatview, shall apply if the current Board’s concern is valid.
It is also claimed by Greatview that credit facilities withdrawn by one of the banks. However the commercial reason for banks to withdraw existing credit facilities could be weak because of Newjf’s shareholding and the proposed appointment of directors given that Greatview is cash abundant with low debt ratio, and is listed on the Hong Kong Stock Exchange with good credit record.