Shanghai Stock Exchange
Szgh [2022] No. 0193
Inquiry letter on the recall of senior executives by the board of directors of St Zhongchang and the proposal of relevant shareholders to convene a general meeting of shareholders Zhongchang Big Data Corporation Limited(600242) :
On the evening of March 20, 2022, your company disclosed that the board of directors of the company decided to dismiss the current president and two vice presidents and appoint the executive vice president. In addition, the shareholders of 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 in total, proposed to convene a general meeting of shareholders to re elect some directors of the company, which was rejected by the board of directors of the company. In view of the significant impact of the above matters on the company and investors, in accordance with article 13.1.1 of the stock listing rules of the exchange, your company and relevant parties are hereby requested to further verify and disclose the following matters.
1、 According to the announcement, the voting result of the proposal on the board of directors removing the current president, two vice presidents and appointing the executive vice president was 5 votes in favor, 3 abstentions and 1 vote against. The motion holds that the above personnel failed to effectively resolve the company’s business difficulties and risks. Among them, three directors who abstained from voting said they were unaware of the relevant situation; A director who voted against said that the relevant removal procedures did not comply with the provisions of the articles of association. The company is requested to: (1) explain whether the voting procedures of the board of directors are legal and compliant and whether the voting results are legal and effective in combination with the provisions of the company law and the articles of Association; (2) Verify whether the dissenting director’s expression of intention is true, accurate and complete; (3) Explain whether the company’s current corporate governance is compliant and whether the internal control is effective. Please hire a lawyer to express your opinions.
2、 According to the announcement, in order to help the company solve the current business difficulties as soon as possible, the proposer requested the board of directors of the company to convene an extraordinary general meeting of shareholders, requiring the re-election of some directors of the company, but the board of Directors voted 6 against, 2 agreed and 1 abstained. Among them, the objections of the five directors are: because the major shareholders of the listed company are still negotiating and have a preliminary unified plan, which replaces the original plan, it is suggested to convene an extraordinary general meeting of shareholders after reaching a final agreement; One director objected that the board of directors adjusted too many personnel, which was not conducive to the stable operation of the company. The company is requested to: (1) explain the relevant background of this proposal in detail in combination with the current specific operation and financial situation of the company; (2) Verify with relevant shareholders to explain whether the control right of the company is stable and whether there is competition for control right; (3) Supplementary disclosure of the relevant contents of the five opposing directors that the relevant parties have formed a preliminary alternative scheme, and explanation of whether the relevant opposition reasons are legal and compliant; (4) Verify whether the proposer will propose to convene an extraordinary general meeting of shareholders to the board of supervisors of the company or convene a general meeting of shareholders on his own. Please hire a lawyer to express your opinions.
3、 All directors of the company are requested to strictly abide by the company law, the articles of association and other relevant provisions, perform their duties diligently, fulfill the obligation of information disclosure, maintain corporate governance and protect the legitimate rights and interests of shareholders such as reasonable and legal proposal rights. The company and relevant directors, supervisors and senior executives are requested to prepare and disclose the annual report of the company in 2021 on time to ensure the normal production and operation of the company. For violations of information disclosure obligations and other acts, our department will submit them to disciplinary action in accordance with the law and regulations.
Please disclose the information immediately after receiving this letter, reply within 5 trading days, and fulfill the obligation of information disclosure at the same time. We hope that your company and all directors, supervisors and senior managers will implement the requirements of this letter on time in a responsible attitude towards investors, verify and properly handle the above matters, and protect the rights and interests of investors.
Shanghai Stock Exchange listed company management department 2 March 20, 2002
