Securities code: 002771 securities abbreviation: Beijing Transtrue Technology Inc(002771) announcement Code: 2021-046 Beijing Transtrue Technology Inc(002771)
Announcement on the reply to the attention letter of Shenzhen Stock Exchange (attention letter [2021] No. 403 of the company Department)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Transtrue Technology Inc(002771) (hereinafter referred to as “the company”) attached great importance to the letter of concern on Beijing Transtrue Technology Inc(002771) issued by the management department of listed companies of Shenzhen Stock Exchange on November 26, 2021 (company department’s attention letter [2021] No. 403, hereinafter referred to as “the attention letter”), and verified the issues listed in the attention letter to relevant shareholders, directors, supervisors and senior executives one by one, The reply is hereby announced as follows: Question 1. Maya, the director of your company, believes that the content disclosed in the announcement is seriously untrue, inaccurate and incomplete. Please explain the above situation in detail, and ask your company to check whether the above situation is true. Ask a lawyer to check and express clear opinions. reply:
1、 Director Maya explained in detail that the disclosure of the announcement was seriously untrue, inaccurate and incomplete
The director of Maya replied as follows:
“(I) the company’s license and seal shall be kept by Du Yi, the financial director of the company’s multimedia sector. It is an arrangement made by consensus between Wang Guohong, Hu Xiaozhou, Ma ya, Chen Ruiliang, Wu Lan (collectively referred to as the” five shareholders “) and the representative of Longyue’s controlling shareholder and Mr. He Xiaobo, the chairman of the company.
After the reorganization of the board of directors on November 11, 2019, the approval authority of the general manager in the company’s OA approval process was set to Mr. Wang Xiaogang on December 6, 2019; On December 10, 2019, the newly engraved company seal was handed over to the staff appointed by Longyue holdings to Beijing Transtrue Technology Inc(002771) for safekeeping.
At the beginning of 2020, Mr. He Xiaobo disclosed to the five shareholders that Suzhou Chenlong Holding Group Co., Ltd. (hereinafter referred to as “Chenlong holding”) controlled by Mr. Wang Xiaogang, one of the shareholders of Longyue holding, made an untrue contribution to Longsheng holding, resulting in the inability of Longyue holding to pay the share transfer price to the five shareholders in full and on time. Immediately, the two fought for control of Longyue.
On April 5, 2020, on the premise that Mr. He Xiaobo promised to lead Longyue holdings to pay the share transfer price to the five shareholders as soon as possible, the five shareholders held a meeting with Mr. He Xiaobo to reach an agreement and form the minutes of ZST project meeting. The main contents are as follows: first, the old shareholders (five shareholders) of the company obtained control over the company’s official seal; Second, why Mr. Xiaobo will change the legal representative of the company; Third, Longyue holdings will pay the share transfer price to the five shareholders as soon as possible.
On April 14, 2020, in the resolution of the 2019 annual general meeting of shareholders of the company, five shareholders voted to amend Article 8 of the articles of association, that is, the legal representative of the company shall be assumed by the general manager, modified to be assumed by the chairman, and agreed that Mr. He Xiaobo, chairman of the company, shall be the legal representative of the company.
On April 15, 2020, according to the above agreement reached with the five shareholders, Mr. He Xiaobo issued the power of attorney on behalf of the company, in which Du Yi kept the company’s seal and certificate. The power of attorney stated that, “Because Beijing Transtrue Technology Inc(002771) The legal representative of the company has changed, and Du Yi, the financial director of the multimedia section of the company, is hereby authorized to act as the custodian of the company’s business license, official seal, corporate seal, special seal for contract and special seal for finance, and fully review the relevant business documents that need to be handled with the certificate and seal of the joint stock company at this stage, including the registration of administrative, financial and tax information, Signing of external business contracts or various agreements and various certificates. The authorized person shall properly and effectively use and keep the license of the joint stock company within the scope of authorization to ensure that the legitimate rights and interests of the company are not infringed. This power of attorney shall come into force after being signed by the legal representative. ” The signature was stamped with the official seal of the company and signed by he Xiaobo himself.
In conclusion, I believe that the custody of the company’s seals and certificates by Du Yi is a special arrangement made by the five shareholders and Mr. He Xiaobo, the representative of Longyue’s controlling shareholder, and the legal representative of the company on behalf of the company. However, the announcement on the uncontrolled information of company seals and licenses (hereinafter referred to as the “announcement”) does not disclose the above background and reasons, there are major omissions, and the content disclosure is incomplete, which is obviously misleading.
（2） When Longyue holdings failed to pay the share transfer price in full, the chairman of the company, Mr. He Xiaobo, violated his commitment and did not reach a consensus with the five shareholders on the company’s control arrangement. At the 11th meeting of the 4th board of directors of the company controlled by Longyue holdings, three systems such as seal management system were considered and adopted, Unilaterally changed the special agreement on the custody of the company’s seal and license reached with the five shareholders.
In my opinion, there are defects in the formulation procedures of the seal management system and other three systems; The contents are inconsistent with the legal provisions and cannot meet the actual business needs of the company. The specific reasons have been explained in detail in the reply to the [300] concern letter of Shenzhen Stock Exchange.
Before the board of directors of the company issued a reply letter to the attention letter [305] of Shenzhen Stock Exchange to timely explain the overall share trading between the five shareholders and Longyue holdings and the performance of litigation disputes between the two parties, the announcement was disclosed. It is misleading for investors to unilaterally change the custody mode of the company’s seals by modifying the seal management system without consensus with the five shareholders.
（3） According to the original approval process of the company, the company’s licenses and seals can ensure the normal operation of the company without any out of control. The contents disclosed in the announcement are seriously untrue.
1. Since 2009, the company has implemented the use and management of licenses and seals through the company’s OA system. The basic process is that the application for use is initiated by the actual user, reviewed by the direct leader of the initiator and / or the vice president in charge, and approved by the President / Chairman. Inform the custodian of certificates and seals of the progress of relevant review and approval processes.
2. On April 15, 2020, the legal representative / Chairman of the company issued the power of attorney to Du Yi, authorizing Du Yi to keep the company’s licenses and seals. After obtaining the authorization, Du Yi has always followed the approval process of the company’s OA system and cooperated with the use of certificate and seal until now.
3. Before the middle of April 2021, Mr. He Xiaobo, the legal representative / Chairman of the company, also normally exercises the approval authority according to the approval process of the company.
4. After the middle of April 2021, the company’s licenses and seals are still submitted and used normally according to the company’s approval process, but Mr. He Xiaobo, the company’s legal representative / Chairman, is lazy to perform the approval duties, and even almost no longer performs the approval duties in the later stage. From January to November 2021, the company’s legal representative / Chairman Mr. He Xiaobo approved the company’s official seal, and the statistics are as follows:
Initiated this month and approved this month and has not been approved so far
2021-012050
2021-021120
2021-032380
2021-0432020
2021-0529232
2021-0631247
2021-0718196
2021-080227
2021-094238
2021-100223
2021-112353
According to the above statistics, after April 2021, Mr. He Xiaobo began to be lazy in performing the examination and approval duties, and even almost stopped performing the examination and approval duties in the later stage. For example, changing the company’s daily operation and management mode and changing the OA approval process in line with informatization into a paper approval process has created obstacles for the original business management team and affected the normal operation of the company’s business. ”
2、 Self inspection of the company
1、 According to Article 72 of the standards for the governance of listed companies: “The board of directors, the board of supervisors and other internal organs of a listed company shall operate independently. There is no superior subordinate relationship between the controlling shareholders, actual controllers and their internal organs and the listed company and its internal organs. The controlling shareholders, actual controllers and their related parties shall not interfere with the specific operation of the listed company in violation of laws and regulations, the articles of association and prescribed procedures, and shall not affect its operation Management independence. ” The company’s seals and licenses are matters related to the company’s internal management and are independent of any shareholder. The company has the right to manage them in accordance with the articles of association, seal management system and other relevant management systems; Any shareholder shall participate in the operation and management of the company through the legal and compliant governance structure path such as the general meeting of shareholders and the board of directors, and has no right to decide the management and use of the company’s seal and license according to their own wishes. Agreements and agreements between individual shareholders shall not override the corporate governance systems such as the general meeting of shareholders, the board of directors and the board of supervisors.
2. The seal management system of the company shall be implemented immediately after being deliberated and adopted at the 11th meeting of the Fourth Board of directors on August 12, 2021. However, up to now, the company’s relevant seal approval process has not submitted an application according to the requirements of the above system, and the company’s OA system has not adjusted the process. In addition, according to the company’s self inspection, the official seal was used without the approval of the chairman / general manager.
3. At present, the intermediate people’s Court of Suzhou has made a judgment of first instance on the disputes between shareholders, and the higher people’s Court of Jiangsu Province is in the process of second instance, and the final effective judgment has not yet been formed. The company will continue to follow up the progress of relevant litigation, pay close attention to the impact of the disputes between shareholders on the company, and the judgment results involve information disclosure, At that time, the company will timely perform the obligation of information disclosure in accordance with relevant regulations. The company believes that disputes among shareholders should not affect the standardized governance of the company.
4. According to the opinions of the State Council on further improving the quality of listed companies (GF [2020] No. 14 Policy), the information must be concise, clear and easy to understand. “This announcement involves the out of control of the company’s seal and license, which has a great impact on the company. The company has timely fulfilled the obligation of information disclosure in accordance with relevant requirements and guaranteed the right to know of shareholders, especially small and medium-sized investors.
5. The company verified with the chairman he Xiaobo about the chairman he Xiaobo’s laziness in performing his approval duties mentioned by director Maya, The reply is as follows: “Since April 2021, I found that the company’s seal process can complete document sealing without my approval, which is completely not in accordance with the company’s compliance governance process. Relevant personnel completely ignore laws, regulations and relevant systems and regulations of the company, and OA approval is a mere formality. Then, I gradually reduced the seal approval, and actively cooperated with the company’s business management on the one hand On the other hand, relevant departments are also invited to step up research and formulate a perfect seal management system, so as to strengthen the internal management of the company. In August 2021, on my proposal, the company held the 11th meeting of the 4th board of directors and voted to adopt the seal management system, which systematically standardized the custody and use of the company’s relevant seals. The company will investigate the legal liability of the staff who did not affix the official seal according to the company’s regulations during this period. ” In conclusion, the company believes that the company’s seal license has been out of control, and “director Maya believes that the contents disclosed in the announcement are seriously untrue, inaccurate and incomplete”.
Director Maya does not approve the first point of the company’s self inspection for the following reasons:
First, the agreement on the custody of the company’s seals and licenses reached between Mr. He Xiaobo, the representative of Longyue’s controlling shareholder, and the five shareholders does not violate the provisions of Article 72 of the standards for the governance of listed companies. On April 5, 2020, when he Xiaobo reached the ZST meeting minutes with five shareholders, Longyue holdings held 11.78% of the shares of the listed company and five shareholders held 35.39% of the shares of the company. The two parties jointly held 47.17% of the shares of the company and legally controlled the general meeting of shareholders of the company. The arrangements made by the shareholders of the two parties for the custody of the company’s seals and licenses do not have the controlling shareholders, actual controllers and their related parties interfering with the specific operation of the listed company in violation of laws and regulations, the articles of association and prescribed procedures, and do not affect the independence of the company’s operation and management.
Second, as the financial director of the company’s multimedia sector, Du Yi authorized to keep the company’s seal and license in accordance with the company’s arrangement, and there was no fact that it damaged the independence of the company’s operation and management. After the company authorized Du Yi to keep the company’s seal and license according to law, he Xiaobo, chairman of the company, signed and issued the authorization document to adjust the approval process of business approval, seal application, finance, personnel, securities, investment and financing and other matters in the company’s information system to LV Huiming of the company’s business it information department on May 15, 2020, adding a special process to inform Du Yi of the approval results, Ensure that Du Yi knows the approval results of the official seal, and handle the signature formalities as the official seal keeper according to the approval results.
