China Engineering Excludes Board Nominees from Baoxin and Others, Shareholders Counterattack with Provisional Disposition Application
China Engineering announced the exclusion of director and independent director nominees from shareholders such as Jiajun Investment, Dahua Construction, and Baoxin Investment, citing violations of company and M&A laws due to excessive nominations. The nominating shareholders countered that China Engineering's decision was illegal and filed an application for a "provisional disposition for temporary status" with the Commercial Court. The court accepted the application and scheduled a hearing for April 13. The shareholders claim China Engineering's actions violated company law and caused significant flaws in the general meeting's convocation process.
📋 Article Processing Timeline
- 📰 Published: April 10, 2026 at 23:14
- 🔍 Collected: April 11, 2026 at 00:17 (1h 3m after Published)
- 🤖 AI Analyzed: April 15, 2026 at 22:05 (117h 47m after Collected)
China Engineering today issued a statement saying that regarding the review of director and independent director candidates for this year's shareholders' meeting, the board of directors, based on legal opinions issued by two external independent professional law firms, determined that shareholders such as Baocai's Jiajun Investment, Dahua Construction Company, and Baoxin Investment, due to violating the legislative intent and interpretation of the Company Act and the Enterprise Mergers and Acquisitions Act, constituted illegal excessive nominations and were therefore not included in this list of candidates according to law.
China Engineering further stated that, according to Article 192-1, Paragraph 3 of the Company Act, the number of nominees by shareholders holding 1% or more of the shares shall not exceed the number of directors to be elected; the aforementioned specific shareholders, under the names of different shareholders, separately proposed two sets of candidate lists. After deducting duplicate candidates, the total number of nominated candidates reached 12, including 6 directors and 6 independent directors, which has exceeded the 4 directors and 3 independent directors to be elected this time. Based on the serious over-nomination, the board of directors did not include them in accordance with the law.
China Engineering emphasized that the relevant resolution was made after review according to legal procedures and with reference to external legal opinions, to ensure the effectiveness of the shareholders' meeting election and corporate governance.
On the other hand, China Engineering shareholders "Dahua Construction, Baoxin Investment" and "Jiajun Investment" today issued a joint statement saying that they had separately and legally proposed two sets of director candidate lists, but China Engineering illegally resolved to exclude the director and independent director candidates nominated by shareholders. The shareholders stated that China Engineering had previously claimed that it would handle the shareholders' meeting "fairly, justly, and openly," but today it undoubtedly contradicted itself.
The nominating shareholders stated that they have filed an application for a "provisional disposition for temporary status" with the Commercial Court, demanding that China Engineering must legally include the nominated candidates in the list; the court has accepted the case and scheduled a hearing for April 13 in the morning.
The nominating shareholders pointed out that Article 192-1 of the Company Act stipulates that the board of directors only has "formal recognition" authority over the candidate list and may not set additional screening standards, believing that China Engineering's action has caused significant illegal flaws in the convocation procedure of this year's shareholders' meeting.
The nominating shareholders stated that they have filed a criminal complaint with the investigative authorities regarding the relevant resolution, alleging special breach of trust under the Securities Exchange Act. (Editor: Yang Lan-hsuan) 1150410
China Engineering further stated that, according to Article 192-1, Paragraph 3 of the Company Act, the number of nominees by shareholders holding 1% or more of the shares shall not exceed the number of directors to be elected; the aforementioned specific shareholders, under the names of different shareholders, separately proposed two sets of candidate lists. After deducting duplicate candidates, the total number of nominated candidates reached 12, including 6 directors and 6 independent directors, which has exceeded the 4 directors and 3 independent directors to be elected this time. Based on the serious over-nomination, the board of directors did not include them in accordance with the law.
China Engineering emphasized that the relevant resolution was made after review according to legal procedures and with reference to external legal opinions, to ensure the effectiveness of the shareholders' meeting election and corporate governance.
On the other hand, China Engineering shareholders "Dahua Construction, Baoxin Investment" and "Jiajun Investment" today issued a joint statement saying that they had separately and legally proposed two sets of director candidate lists, but China Engineering illegally resolved to exclude the director and independent director candidates nominated by shareholders. The shareholders stated that China Engineering had previously claimed that it would handle the shareholders' meeting "fairly, justly, and openly," but today it undoubtedly contradicted itself.
The nominating shareholders stated that they have filed an application for a "provisional disposition for temporary status" with the Commercial Court, demanding that China Engineering must legally include the nominated candidates in the list; the court has accepted the case and scheduled a hearing for April 13 in the morning.
The nominating shareholders pointed out that Article 192-1 of the Company Act stipulates that the board of directors only has "formal recognition" authority over the candidate list and may not set additional screening standards, believing that China Engineering's action has caused significant illegal flaws in the convocation procedure of this year's shareholders' meeting.
The nominating shareholders stated that they have filed a criminal complaint with the investigative authorities regarding the relevant resolution, alleging special breach of trust under the Securities Exchange Act. (Editor: Yang Lan-hsuan) 1150410
FAQ
Why did China Engineering exclude the director nominees?
China Engineering excluded the nominees from shareholders under Baocai, stating that their nominations violated the legislative intent of the Company Act and the Enterprise Mergers and Acquisitions Act due to exceeding the maximum number of directors to be elected, thus constituting illegal excessive nominations.
What countermeasures did the shareholders take against China Engineering's decision?
The shareholders countered that China Engineering's decision was illegal and filed an application for a "provisional disposition for temporary status" with the Commercial Court. The court accepted the application and scheduled a hearing for April 13.