On the evening of March 20, Zhongchang Big Data Corporation Limited(600242) ( Zhongchang Big Data Corporation Limited(600242) , SH; yesterday's closing price was 2.44 yuan) received an inquiry letter from the Shanghai Stock Exchange and was asked to explain whether the procedures for voting on the proposal of the board of directors were legal and compliant and whether the voting results were legal and effective in combination with the provisions of the company law and the articles of association. On the same day, Zhongchang Big Data Corporation Limited(600242) announced that after the deliberation of the board of directors, it was decided to dismiss Ye Qiwei and Ma Kai as vice presidents and Zeng Jianxiang as president.
president raises objection
According to the Zhongchang Big Data Corporation Limited(600242) announcement, the Zhongchang Big Data Corporation Limited(600242) board of directors agreed to remove Zeng Jianxiang from the post of president of the listed company because Zeng Jianxiang failed to effectively resolve the company's operating difficulties and risks during his tenure as president of the listed company.
At the meeting of the board of directors, the members of the board of directors deliberated and adopted the proposal with 5 affirmative votes, 3 abstention votes and 1 negative vote. Ying Mingde, Lu Xiaotian and Li qunnan abstained because they were unaware of the relevant situation. Zeng Jianxiang objected because during his tenure as president of the company, I was always committed to maintaining the independent corporate governance structure of listed companies, standardizing the company's operation and promoting the resolution of debt crisis.
In addition, the board of directors of the listed company still considered and approved the proposal to remove Ye Qiwei and Ma Kai from the post of vice president of the listed company by 5 votes in favor, 3 abstentions and 1 vote against. The reason for the removal was also that "the company's business difficulties and risks could not be effectively resolved". At the same time, it decided to appoint Ji Mingrui as the executive vice president of the listed company.
Ying Mingde, Lu Xiaotian and Li qunnan also abstained because they were unaware of the relevant situation. Zeng Jianxiang objected for the following reasons: first, the removal procedure of the vice president did not comply with the provisions of article 107 of the articles of association. Without the proposal of the president, the board of directors could not directly remove the vice president and nominate the executive vice president. Secondly, as the 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.
Previously, in order to better help listed companies solve the current operating difficulties and risks as soon as possible and promote listed companies to gradually embark on the path of normal operation and development, Shanghai Aijian Trust Co., Ltd. and Jiangxi Ruijing Financial Asset Management Co., Ltd., shareholders holding more than 6 Shenzhen Das Intellitech Co.Ltd(002421) 0% shares, requested to convene the first extraordinary general meeting of shareholders of Listed Companies in 2022.
The purpose of convening the extraordinary general meeting of shareholders is to remove Ling Yun, LV Jinbo and Han Yong from their positions as directors and Zhou Jian from their positions as independent directors. The reason for the removal of the above four persons is that they failed to clearly plan the strategic development path of the company during their tenure. Meanwhile, Wu Biao, sun Shuyuan and others were nominated as directors or independent directors.
On March 20, the 19th meeting of the 10th board of directors of the listed company was held. After deliberation, it was decided not to hold the first extraordinary general meeting of shareholders in 2022.
The objection of directors Ling Yun, fan xuerui, LV Jinbo, Han Yong and Zhou Jian is that the major shareholders of the listed company are still negotiating and have a preliminary unified plan to replace the original plan. It is suggested that the extraordinary general meeting of shareholders be held after the final agreement is reached. Lu Xiaotian, an independent director, objected because 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.
received inquiry letter from Shanghai Stock Exchange
Accordingly, the Shanghai Stock Exchange issued an inquiry letter to Zhongchang Big Data Corporation Limited(600242) . In the inquiry letter, the Shanghai stock exchange requires listed companies to explain whether the procedures for voting on the proposal of the board of directors are legal and compliant and whether the voting results are legal and effective in combination with relevant regulations, verify whether the relevant expressions of intention of dissenting directors are true, accurate and complete, and explain whether the current corporate governance is compliant and whether the internal control is effective.
The Shanghai Stock Exchange also requires Zhongchang Big Data Corporation Limited(600242) combined with the current specific operation and financial situation of the company, to explain the relevant background of this proposal in detail, and verify with the relevant shareholders to explain whether the current control power of the company is stable and whether there is competition for control power.
In addition, the Shanghai stock exchange requires listed companies to disclose the relevant contents of the five opposing directors that the relevant parties have formed a preliminary alternative, explain whether the relevant opposition reasons are legal and compliant, and verify whether the relevant shareholders will propose to the board of supervisors of the company to convene an extraordinary general meeting of shareholders or hold a general meeting of shareholders on their own.
It is understood that on August 2, 2021, after the deliberation of Zhongchang Big Data Corporation Limited(600242) board of directors, Zeng Jianxiang began to serve as the president of the listed company. His term of office is less than one year since he was dismissed this time.
At that time, the proposal of "appointing president" was deliberated and passed by 4 votes in favor, 1 abstention and 2 votes against. At the board meeting, director Li qunnan abstained on the ground that he did not know about the newly selected personnel; Ying Mingde, an independent director, objected on the grounds that Zeng Jianxiang lacked management experience in listed companies, was unfamiliar with the business of listed companies, lacked control over the complex operation status of the company, and was not suitable for the post of president.
Lu Xiaotian, an independent director, believes that Zeng Jianxiang's main experience lies in bankruptcy, reorganization and reorganization, which is not very suitable for the business development of listed companies; Zeng Jianxiang deeply participated in the restructuring of Sansheng Hongye, but the actual controller of the listed company was punished for manipulating the stock price. It is feared that Zeng Jianxiang's appointment will bring other negative effects to the listed company in the future, so it is not suitable for Zeng Jianxiang to take the post of president.
