Concerned Shareholder Proposes New Slate of Directors for CF Energy Corp.
- The new director nominees are focused on good governance, transparency and providing management with expert oversight.
- The new director nominees are committed to focusing on the best interests of shareholders and are the answer to unlocking long-term value for shareholders.
TORONTO, Oct. 7, 2020 /CNW/ - 11882716 Canada Inc. (the "Concerned Shareholder") announces that it has submitted to CF Energy Corp. ("CF Energy") (the "Notice") a notice of intention to nominate six new directors (the "Shareholder Nominees") for election to the board of directors at CF Energy's Annual General and Special Meeting of shareholders to be held on October 29, 2020 (the "Meeting").
The Concerned Shareholder has significant concerns regarding the transparency and governance practices of the current Board of Directors of CF Energy. Therefore, and as set out in the Notice, which has been submitted to CF Energy pursuant to the advance notice provision under Article 14 of CF Energy's articles of incorporation, the Concerned Shareholder is seeking to elect the Shareholder Nominees to ensure that the Board of Directors of CF Energy acts in a manner consistent with governance best practices and maximizes value for all shareholders.
To facilitate such long-term value creation, the Concerned Shareholder is additionally pleased to announce that the Shareholder Nominees intend to appoint Yan Li as interim chief executive officer of CF Energy. Mr. Li currently serves as Vice President of Hainan Huapu Energy Co., Ltd. and as Executive Deputy General Manager of Sanya Changfeng Offshore Natural Gas Distribution Co., Ltd. In his current role, Mr. Li is in charge of daily operational management of Sanya Changfeng Offshore Natural Gas Distribution Co., Ltd. Mr. Li holds a bachelor degree from China University of Petroleum, and has been working in the natural gas industry for over 25 years. As a senior engineer and a certified national level II constructor, Mr. Li used to serve in the Sichuan E' Mei Shan Natural Gas Co., Ltd. Due to his extensive experience in both operational and management positions in the energy sector, the Concerned Shareholder strongly believes that Mr. Li is well positioned to maximize value for the shareholders of CF Energy.
Since the circumstances around the dispute as to the administration of the estate of Mr. Huajun Lin continue (as disclosed by the independent directors in a press release by CF Energy on July 25, 2019), the matters of business to be considered at the Meeting will be determined by votes cast by holders of common shares of CF Energy (or their validly appointed proxyholders) other than those held by the estate of Mr. Lin. To date, the Concerned Shareholder has received significant support from other shareholders of the Company, and believe we will be in a position to succeed in having the Shareholder Nominees appointed to the board of CF Energy at the Meeting.
The names and biographies of each Shareholder Nominee is provided below:
Zhipei Lin
Mr. Lin is currently the Chairman (since 2016) of Sanya Changfeng Clean Energy Co., Ltd., a company that operates CNG refueling stations, and deputy manager of the Personnel and Administration Department (since 2017) of Sanya Changfeng New Energy Investment Limited Corporation ("Sanya CF NEI"), an investment holding company, as well as the director (since 2019) of Sanya Changfeng Offshore Natural Gas Distribution Co., Ltd., a company that distributes pipeline natural gas. Prior to his appointment as Chairman of Sanya CF NEI in 2017, Mr. Lin served as a project specialist of this company. Mr. Lin graduated from Curtin University, Perth, Australia, with a degree in logistics and supply chain management.
Cai Hui
Mr. Hui graduated from Huazhong University of Science and Technology, majoring in mechanical manufacturing. During his 55 year career, Mr. Hui gained extensive experience in the management and technological practices of the energy industry serving as the plant manager of CNOOC South China Sea West Company Machinery Repair Plant, the deputy general manager of CNOOC Nanhai West Company, general manager and party secretary of China National Offshore Gas Utilization Company, and a senior consultant at the China Offshore Oil Nanhai East Company. Mr. Hui is pragmatic, detail-oriented and highly technically proficient. He was first elected as a director of the CF Energy in February 2008 and will hold office until the conclusion of the Meeting or any adjournment or postponement thereof.
Paul Liu
Mr. Liu is currently the President of Hillcrest Construction Group. Hillcrest Group is a collection of construction companies that primarily operates in southern Ontario and specializes in petroleum related industrial and commercial construction projects. Mr. Liu has been in the specialized construction industry for more than 5 years. Mr. Liu studied Biochemistry at the University of Waterloo.
Alex Beck
Mr. Beck is a Managing Partner at Neper Capital LLC, a real estate and commodities trading firm. In this role, Mr. Beck oversees the firm's risk management and commodity trading operations. Prior to joining Neper, Mr. Beck was the Head of Trading Operations at Lattice Investments where he managed the pure-arbitrage trading desk and led the firm's expansion into China. Mr. Beck has been involved in quantitative portfolio management for more than six years and has extensive experience in applied mathematics and data science. Furthermore, Mr. Beck is currently a board member at ENSAAF (an Indo-American human rights nonprofit) and an advisor at the Cavendish Impact Foundation. Mr. Beck has also lived in China for more than two years, is proficient in Mandarin Chinese, and studied business (with a concentration in finance) at the University of Oxford.
Jian Guo
Mr. Guo is currently the President of Sixty Degree Capital Inc., a venture capital and private equity fund that invests in biopharmaceuticals, healthcare platforms, and technology, and President of Bluebird Pine Property Corporation, which invests in and manages a real estate portfolio. He is a seasoned insightful financial executive, team builder and business leader with international market development skills and extensive experience in public and private companies as board member, executive, and advisor. He previously sat on the board of Canadian public issuers "China Wind Power" (TSX-V: CNW), Environmental Waste International Inc. (TSX-V:EWS) and GreenStar Agricultural Corporation (TSX-V: GRE). Prior to this, he worked for TD and BMO Nesbitt Burns providing financial and advisory services to corporate and individual investors. Mr. Guo received his MBA from the Schulich School of Business, York University.
Lin Zhang
Mr. Zhang has been actively involved in the logistics, shipping and hospitality industries for the last 26 years. Prior to starting Xinjiye Ltd & Jimei Ltd., two Chinese conglomerates with focus on transnational logistics shipping, hospitality services and financial services, Mr. Zhang was the regional general manager at multiple Industrial and Commercial Bank of China (ICBC) locations throughout the Greater Jingjinji area for more than 15 years.
The Concerned Shareholder is confident that the mindset of the Shareholder Nominees, combined with their expertise and experience as it relates to the CF Energy's existing assets, is a formula for value creation and uniquely positions the Shareholder Nominees to unlock the long-term value and opportunities that CF Energy's current assets contain.
ADVISORS
Carson Proxy Advisors is acting as strategic shareholder, communications and proxy advisor and Norton Rose Fulbright LLP are acting as legal advisors to the Concerned Shareholder.
ADDITIONAL INFORMATION
Disclaimers
11882716 Canada Inc. has not sought or obtained consent from any third party to the use herein of previously published information. Any such information should not be viewed as indicating the support of such third party for the views expressed herein.
Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. 11882716 Canada Inc. does not assume any obligation to update the forward-looking information.
Information in Support of Public Broadcast Solicitation
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Shareholders are not being asked at this time to execute a proxy in favour of the Shareholder Nominees. In connection with the Meeting, or any adjournment or postponement thereof, the Concerned Shareholder may file a dissident information circular in due course in compliance with applicable securities laws.
Notwithstanding the foregoing, the Concerned Shareholder is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations. In connection therewith, certain information regarding, among other things, the Shareholder Nominees has been provided under the section entitled "Information Concerning the Nominees" below.
Information Concerning the Nominees
The table below sets out, in respect of each Shareholder Nominee, his or her name, province or state and country of residence, his or her principal occupation, business or employment within the five preceding years, and the number of shares beneficially owned, controlled, or directed, directly or indirectly, by such Shareholder Nominee.
Name and Province/State and Country of Residence |
Present and Past 5 Years' Principal Occupation, Business or Employment |
Number of Common Shares Beneficially Owned or Controlled (Directly or Indirectly) |
Zhipei Lin Guangdong, China
|
Director of Sanya Changfeng Offshore Natural Gas Distribution Co., Ltd. Chairman of Sanya Changfeng Clean Energy Co., Ltd. Deputy Manager of the |
NIL |
Cai Hui Guangdong, China |
Corporate Director of CF Energy |
NIL |
Paul Liu Ontario, Canada
|
President of Hillcrest Group Former President of Hillcrest Homelink Real Estate |
NIL |
Alex Beck New York, USA
|
Partner at Neper Capital LLC Former Corporate Advisor at Ye's National Construction Board Member of ENSAAF |
NIL |
Jian Guo Ontario, Canada
|
President of Bluebird Pine Property Corp Former President of Goldenmount Capital International Inc. |
5000 |
Lin Zhang Ontario, Canada
|
Director of Ji Mei Inc. |
NIL |
Mr. Jian (Bob) Guo entered into a joint agreement with the Ontario Securities Commission with respect to the suspension of EMD registration of Investar Investor Inc. dated February 17, 2017 and suspension of registration of Mr. Guo as a dealing representative registered under it.
This press release and any solicitation made by 11882716 Canada Inc. in advance of the Meeting is, or will be, as applicable, made by 11882716 Canada Inc. and not by or on behalf of the management of CF Energy. All costs incurred for any solicitation will be borne by 11882716 Canada Inc., provided that, subject to applicable law, 11882716 Canada Inc. may seek reimbursement from CF Energy for 11882716 Canada Inc.'s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors.
The Concerned Shareholder is not soliciting proxies in connection with the Meeting at this time. The Concerned Shareholder may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholder. The Concerned Shareholder has retained Carson Proxy Advisors ("Carson") as its strategic shareholder, communications and proxy advisor. Carson's responsibilities will principally include soliciting shareholders should the Concerned Shareholder commence a formal solicitation of proxies, providing strategic advice and advising the Concerned Shareholder with respect to the Meeting and proxy protocol. Carson has been retained pursuant to an agreement entered into by Carson and the Concerned Shareholder and will be compensated based upon agreed hourly rates, subject to a maximum of $50,000 unless otherwise authorized by the Concerned Shareholder. Any proxies solicited by or on behalf of the Concerned Shareholder, including by Carson or any other agent, may be solicited pursuant to a dissident information circular and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
The head and registered address of CF Energy is Suite 308, 3100 Steeles Avenue East, Markham, ON, L3R 8T3, Canada. A copy of this press release may be obtained on the Company's SEDAR profile at www.sedar.com.
SOURCE 11882716 Canada Inc.
CONTACTS: Media Contact: Carson Proxy Advisors, Christine Carson, President & CEO, Office: 416-804-0825, [email protected]; Investor Contact: Alex Beck, Office: 832-588-6915, [email protected]
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