The board of directors issued three announcements on March 20. However, it is unusual that these three announcements correspond to the 17th, 18th and 19th meetings of the 10th board of directors of the company. The three meetings were held successively in just two days at the weekend.
According to the announcement, Zhongchang Big Data Corporation Limited(600242) the 17th meeting of the 10th board of directors was held by means of communication from 10:00 a.m. to 12:00 a.m. on March 19, and all 9 directors of the company attended. The proposal on removing Mr. Zeng Jianxiang from the post of president of listed companies was considered at this meeting. The voting result was 5 affirmative votes, 3 abstention votes and 1 negative vote, so it was adopted by the board of directors.
Zhongchang Big Data Corporation Limited(600242) the board of directors said that Zeng Jianxiang failed to effectively resolve the company's operating difficulties and risks during his tenure as president of the listed company, and agreed to remove Zeng Jianxiang from the post of president of the listed company. From the objection to the proposal: Ying Mingde, Lu Xiaotian and Li qunnan abstained because they were unaware of the relevant situation; The objection raised by Zeng Jianxiang is that during my tenure as president of the company, I have always been committed to maintaining the independent corporate governance structure of listed companies, standardizing the company's operation and promoting the resolution of debt crisis.
According to the data, Ying Mingde and Lu Xiaotian are Zhongchang Big Data Corporation Limited(600242) independent directors and Li qunnan is non independent director. It is worth mentioning that in November last year, Zhongchang Big Data Corporation Limited(600242) found that Li qunnan, a director and former head of Shanghai Yunke Network Technology Co., Ltd., a subsidiary, was suspected of misappropriating funds and embezzling the interests of the company during his tenure, which has also been filed by the public security organ.
Zeng Jianxiang was appointed president of Zhongchang Big Data Corporation Limited(600242) in August last year. The reporter noticed that at that time, Li qunnan abstained from voting and Ying Mingde and Lu Xiaotian voted against the proposal of Zhongchang Big Data Corporation Limited(600242) board of directors to consider the appointment of Zeng Jianxiang as president.
Zhongchang Big Data Corporation Limited(600242) the 18th meeting of the 10th board of directors shows that this meeting was held by means of communication from 12:00 to 14:00 on March 19, involving three proposals: the proposal on removing Mr. Ye Qiwei from the post of vice president of listed companies, the proposal on removing Mr. Ma Kaixian from the post of vice president of listed companies, and the proposal on appointing Mr. Ji Mingrui as the executive vice president of listed companies, The voting results of the three bills were 5 in favor, 3 abstentions and 1 against, so they were passed.
According to the announcement, Ying Mingde, Lu Xiaotian and Li qunnan abstained because they were unaware of the relevant situation; Zeng Jianxiang's objections include three points. First, the removal procedure of the vice president does not comply with the relevant provisions of the articles of association. Without the proposal of the president, the board of directors cannot directly remove the vice president and nominate the executive vice president; Secondly, as president of the company, I have always been committed to maintaining the independent corporate governance structure of listed companies, standardizing the company's operation and promoting the resolution of debt crisis; Third, Ma Kai and ye Qiwei were diligent and responsible during their tenure as vice presidents of the company, and their corporate governance was in good order.
The reporter noted that the proponents of the above two board meetings were Shanghai Sansheng Hongye investment (Group) Co., Ltd., the controlling shareholder of Zhongchang Big Data Corporation Limited(600242) and the 19th meeting of the 10th board of directors was held on March 20 because the shareholders Shanghai Aijian Trust Co., Ltd. and Jiangxi Ruijing Financial Asset Management Co., Ltd. (hereinafter referred to as the proposer) who hold more than 10% of the company's shares plan to re-elect the board of directors, And request the Zhongchang Big Data Corporation Limited(600242) board of directors to convene an extraordinary general meeting of shareholders.
The proposer said that in order to better help Zhongchang Big Data Corporation Limited(600242) solve the current operating difficulties and risks as soon as possible and promote the company to gradually embark on the path of normal operation and development, the proposer proposed to the board of directors of the company to convene the 2022 extraordinary general meeting of shareholders before April 10, 2022 to consider relevant proposals by non cumulative voting system, including removing Ling Yun and other three directors and Zhou Jian as independent directors. At the same time, Wu Biao and other three persons were nominated and elected as non independent directors, and Xu Qiangsheng and other two persons were elected as independent directors.
However, the proposer's action to re elect the Zhongchang Big Data Corporation Limited(600242) board of directors by convening a general meeting of shareholders has encountered obstacles at the level of the company's board of directors. In the above 19th meeting, the members of the company's board of directors considered the proposal on convening the company's first extraordinary general meeting in 2022. The results showed that only two people agreed, the other six opposed and one abstained, so it was not adopted.
Zhongchang Big Data Corporation Limited(600242) disclosed the voting results, which showed that the directors Ling Yun, fan xuerui, LV Jinbo, Han Yong and Zhou Jian objected because the major shareholders of the listed company were still in consultation and had a preliminary plan with unified opinions, which replaced the original plan. It was suggested that an interim general meeting of shareholders should be held after a meeting was finally reached; Lu Xiaotian, an independent director, objected on the grounds that the board of directors adjusted too many personnel, which was not conducive to the stable operation of the company; Ying Mingde, an independent director, abstained because there were too many changes in the board of directors, which was not conducive to the development of listed companies. He hoped that the company would have a stable governance structure.
At the end of January, Zhongchang Big Data Corporation Limited(600242) once disclosed the announcement of performance pre loss. According to the preliminary calculation of the financial department, it is expected that the net profit in 2021 will be a loss compared with the same period of the previous year (legally disclosed data), and the net profit will be - 504 million yuan to - 416 million yuan.
Zhongchang Big Data Corporation Limited(600242) said that in 2021, affected by the global covid-19 epidemic, intensified international trade frictions and other factors, the competitive pressure of various industries in China increased, the demand of downstream customers decreased, and the policies of upstream media tightened again and again, reducing the business space. At the same time, the gross profit margin is lower than that of last year, and the company still needs to bear the daily fixed costs and rigid expenses. Moreover, in order to diversify its business in the future, the company launched new business segments, introduced teams and invested human costs, so the company's net profit fell sharply.
In addition, Zhongchang Big Data Corporation Limited(600242) also mentioned that some of the company's debts were not properly handled when they were due, and Li qunnan, the former chairman of the company, was suspected of misappropriating funds and embezzling the interests of the company during his tenure, which affected the development of some of the company's businesses and adversely affected the company's performance.
