The controversy surrounding China Fortune Land Development's "pre-reorganization" continues to escalate. Following director Wang Wei's public questioning of the announcement's procedural compliance, another director, Feng Nianyi, has come forward, admitting he was unaware before the announcement was released.
On November 21, Feng Nianyi, director and vice president of China Fortune Land Development, stated to the media, "I personally was not informed before the announcement was made public." Previously, on November 19, director Wang Wei publicly declared he had "no knowledge whatsoever" of the pre-reorganization announcement, claiming the company did not inform him in any form before its release, nor did it solicit his opinion or convene a board meeting for deliberation.
Governance Questioned: 2 Out of 8 Directors Publicly Declare "Unawareness" China Fortune Land Development currently has eight directors, two of whom have publicly stated they were unaware of the pre-reorganization announcement. Apart from Wang Wei and Feng Nianyi, the board includes chairman Wang Wenxue, president Zhao Wei, co-president Chen Huaizhou, and three independent directors.
However, Feng Nianyi's explanation for his unawareness contrasts with Wang Wei's strong objections. Feng stated, "As a director, I fully understand this is basic disclosure practice, and there was no bypassing of the board." He argued that for creditor-initiated pre-reorganization, the company has no decision-making authority, let alone the need for board or shareholder approval.
Notably, the pre-reorganization announcement released on November 17 was signed by "the Board of Directors of China Fortune Land Development." Whether the company secretary or office had the authority to declare the board's stance without a board vote has become a core governance issue.
This is not the first time director Wang Wei has opposed major company decisions. On August 26, during the 32nd meeting of the eighth board, Wang voted against the semi-annual report and asset impairment provisions, citing "reckless handling of debt swaps." Corporate governance experts suggest such public dissent indicates significant operational and internal control issues.
Procedural Dispute: Ambiguous "No Objection" Statement Sparks Market Debate The Langfang Intermediate People's Court's announcement mentioned that China Fortune Land Development "raised no objection" to the pre-reorganization application, sparking market discussions.
It remains unclear whether the court received a stamped "no objection" response from the company, a personal statement from Wang Wenxue, or merely the legal department's stance. Feng Nianyi clarified: "There are two modes for pre-reorganization applications—creditor-initiated, which doesn’t require board or shareholder approval, and company-initiated, which does."
The current debate centers on who had the authority to represent the company in making the "no objection" statement, especially since the court explicitly noted it in the announcement, implying due consultation.
Comments