april 5, Zhongchang Big Data Corporation Limited(600242) ( Zhongchang Big Data Corporation Limited(600242) ) disclosed the resignation announcement of Fang Yuan, vice president and Secretary of the board, and Liu Yong, vice president. According to the announcement, Fang Yuan was forced to resign due to dissatisfaction with some members of the company's board of directors and management for ignoring the letter Phi regulations and abusing their power. Liu Yong said that due to the drastic changes of the company's senior management team and conflicts, the policies changed day and night, and he was neither able to correct nor willing to be with them
In this regard, Fang Yuan, one of the parties, Zhongchang Big Data Corporation Limited(600242) then vice president and board secretary, said in an interview with the reporter of securities times · e company: " issuing this announcement is indeed under pressure, but as the Secretary of the board of directors of the company, I should be responsible to all shareholders including minority shareholders. I think more people should know the real situation of the company within the scope of information disclosure."
At present, the Zhongchang Big Data Corporation Limited(600242) debt crisis is still fermenting. Debt crisis, shareholder disputes and management unrest have cast a shadow on the company's production and operation.
Just on April 1, the CSRC issued the "20 typical illegal cases inspected by the CSRC in 2021". Chen, the actual controller of Zhongchang Big Data Corporation Limited(600242) and others were included in the case of manipulating the stock price of Zhongchang data through continuous trading and inversion from February 2018 to January 2019P align = "center" the two executives said they were forced to resign
On April 5, Zhongchang Big Data Corporation Limited(600242) issued an announcement on the resignation of senior executives. The announcement showed that the board of directors of the company received the resignation notice of Fang Yuan, vice president and Secretary of the company, and Liu Yong, vice president of the company on April 2.
Fangyuan's resignation notice reads: given that some members of the current board of directors and new management of the company have recently ignored laws and regulations related to corporate governance and information disclosure, abused the authority of the board of directors and management to undermine corporate governance and normal operation, I strongly disagree with these improper acts. As a result, he was forced to resign as secretary of the board of directors and vice president
Liu Yong's resignation notice reads as follows: due to the recent drastic changes in the company's senior management team and the occurrence of conflicts, it has seriously affected the safety guarantee of the operation and management team and the normal operation of the company. At the same time, the company's board of directors and its newly appointed management team changed their policies day and night, and failed to carry out relevant work in accordance with the corporate governance requirements of the public company. I can't correct this, but I can't be with it. Now I resign as vice president and general manager of Beijing business center.
The resignation announcement of the two executives directly pointed to the problems of Zhongchang Big Data Corporation Limited(600242) management, such as abuse of authority, destruction of corporate governance, changing orders day and night, drastic changes and so on.
According to the public information, Fangyuan joined Zhongchang Big Data Corporation Limited(600242) , and served as the Secretary General and vice president of the company in December 2021. Liu Yong joined the company in October, 2021. The two executives have only served for about half a year in Zhongchang Big Data Corporation Limited(600242) office.
"there is indeed pressure to issue this announcement, but as the Secretary of the board of directors of the company, I should be responsible to all shareholders, including minority shareholders. I think more people should know the real situation of the company within the scope of information disclosure, which is also an important principle of faith phi." Fang Yuan, one of the parties, Zhongchang Big Data Corporation Limited(600242) then vice president and board secretary, told the reporter of securities times · e company
According to the announcement, entrusted by the chairman of Zhongchang Big Data Corporation Limited(600242) board of supervisors, Fangyuan will assist in the organization of the first extraordinary general meeting of shareholders in 2022. Ling Yun, the legal representative of the company, will act as the Secretary of the board of directors after the handover procedures of relevant archives and specific work are completed in Fangyuan.
fierce competition for seats on the board of directors
Zhongchang Big Data Corporation Limited(600242) debt crisis has a long history. In December 2021, Aijian Trust acquired 6 Sichuan Kelun Pharmaceutical Co.Ltd(002422) 8.2 million shares through debt repayment and judicial auction, accounting for 6.18% of the total shares of the company, and passively became a shareholder of the listed company.
Since then, the contradiction between Zhongchang Big Data Corporation Limited(600242) controlling shareholder Sansheng Hongye and Aijian Trust on the appointment of board members, management personnel and other issues has intensified.
At present, Sansheng Hongye holds 6 Shenzhen Das Intellitech Co.Ltd(002421) 1.97% of the shares, and its concerted actor Shanghai Shenwei holds 0.75%, with a total of 12.72%, Aijian Trust holds 6.18%, which is the second largest shareholder, and Jiangxi Ruijing holds 6.03%, which is the third largest shareholder.
On March 11, Aijian Trust and Jiangxi Ruijing jointly proposed that the Zhongchang Big Data Corporation Limited(600242) board of directors convene an extraordinary general meeting to re elect the board of directors. On the grounds of failing to clearly plan the company's strategic development path during their tenure, they removed the directors appointed by Lingyun, LV Jinbo, Han Yong and other three shenghongye and nominated new members of the board of directors. However, on March 20, the proposal was not adopted by the board of directors with 2 affirmative votes, 6 negative votes and 1 abstention.
On March 19, Sansheng Hongye suddenly proposed to Zhongchang Big Data Corporation Limited(600242) convene the board of directors. On the grounds that he failed to effectively resolve the company's operating difficulties and risks during his tenure, he dismissed Zeng Jianxiang as president, ye Qiwei and Ma Kai as vice presidents, and appointed Ji Mingrui as executive vice president.
Finally, the above-mentioned relevant proposals were adopted by 5 votes in favor, 3 abstentions and 1 against. Zeng Jianxiang, a director and President of the company who voted against, said that the removal procedure of the vice president did not comply with the provisions of the articles of association, that is, without the proposal of the president, the board of directors could not directly remove the vice president and nominate the executive vice president.
Secondly, Zeng Jianxiang believes that during his tenure as president of the company, he has always been committed to maintaining the independent corporate governance structure of listed companies, standardizing the company's operation and promoting the resolution of the debt crisis. 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.
On March 21, Aijian Trust and Jiangxi Ruijing made a joint proposal again, requiring the Zhongchang Big Data Corporation Limited(600242) board of supervisors to propose to convene an extraordinary general meeting to re elect the board of directors. The board of supervisors of the company issued the notice of convening the extraordinary general meeting of shareholders on the same day.
e reporter noted that in January 28th this year, the Sansheng Hongye official account also published a report on the 2021 annual summary meeting of Zhongchang Big Data Corporation Limited(600242) .
According to the report, at the summary meeting, President Zeng Jianxiang, on behalf of the general office of the company, reported the work achievements of the new management in the past six months. At the same time, Liu Yong, head of Beijing business center, ye Qiwei, executive vice president, Yan Kaizhen, chief financial officer, and Fang Yuan, Secretary of the board of directors, reported their work one by one.
Ling Yun, chairman of Zhongchang Big Data Corporation Limited(600242) board of directors, on behalf of the board of directors, affirmed the work achievements of the new management in the past six months.
, "the official account is written by Sansheng Hongye, which shows that the management team of president and vice president is still very recognized at the end of January, but now it suddenly changes its face." Fang Yuan said that the time of the board of directors to remove the president and vice president was very short. As the Secretary of the board of directors, she also learned the news of removing senior executives later
Fang Yuan believes that since it involves the normal operation of the company, it needs to be more cautious to dismiss the president or vice president. Theoretically, this is not a very urgent matter. The board of directors should give justifiable reasons and communicate with the president and vice president to verify whether the reasons put forward in the proposal really existP align = "center" Zhongchang Big Data Corporation Limited(600242) shareholder dispute schedule (prepared by Wu Zhi)
recall announcement in doubt
In the resignation announcement, Fang Yuan stressed that the members of the board of directors and management ignored the laws and regulations related to corporate governance and information disclosure.
Taking the recall of the vice president as an example, Fang Yuan told reporters that according to the articles of association, the recall was non-compliance. "The proposal of major shareholders to convene the board of directors to directly dismiss the vice president is inconsistent with the articles of association. According to the articles of association, the vice president is nominated and employed by the president. If the vice president is to be dismissed, the president should make a proposal and then the board of directors should remove him. In addition, there is no reference to the executive vice president in the articles of association."
"In terms of corporate governance, I have repeatedly put forward suggestions to the board of directors, including the chairman, and the new management, hoping that they can do a good job in information disclosure and corporate governance in accordance with relevant requirements according to law and regulations, but with little success, so I was forced to resign." Fang Yuan believes that some recent practices of the board of directors of the company are contrary to normal corporate governance and normal operation and management.
As the vice president of the company, Liu Yong, in his resignation announcement, focused on the situation that the company's board of directors and its temporarily appointed new management team policies changed day and night and failed to work in accordance with the requirements of public corporate governance.
"some policies may have just set a principle at the front foot of the president's office meeting, and the executive vice president was good at making suggestions the next day and changed the principle without the resolution of the president's office meeting. President Liu also dissuaded many times that such problems could not occur, but the dissuasion did not move." Zhongchang Big Data Corporation Limited(600242) relevant people told the reporter of E company
"As the management, we must carry out our work from the perspective of safeguarding the interests of listed companies and ensuring the normal operation of listed companies. Once something happens that ignores the rules or undermines corporate governance and normal operation, we must stop it and put forward our objections, but when there is no result after it is put forward, we have no choice." These people said.
where is the crisis going
Zhongchang Big Data Corporation Limited(600242) debt crisis broke out for a long time, and there is still no sign of settlement up to now. The continuous disputes not only seriously affect the company's reputation, but also directly drag down the normal operation of the company.
in January this year, the performance forecast released by Zhongchang Big Data Corporation Limited(600242) shows that the net profit loss attributable to shareholders of Listed Companies in 2021 is expected to be 416 million yuan to 504 million yuan. In 2020, the company realized a net profit of 9.47 million yuan attributable to shareholders of listed companies
Zhongchang Big Data Corporation Limited(600242) said that the sharp decline in performance was mainly due to the reduction of downstream customer demand in 2021 and the repeated tightening of upstream media policies, which compressed the business space.
Public information shows that the management team, including Fang Yuan, Liu Yong and Zeng Jianxiang, has rich experience in specific business and reorganization. However, with the intensification of the conflict between the company's equity and personnel since March, the stabilization situation since the second half of last year has also been disrupted.
\u3000\u3000 " we came to the company at the most difficult time of Zhongchang with the intention of resolving the company's crisis. We once evaluated Zhongchang Big Data Corporation Limited(600242) and thought it was worth our efforts to solve the problem. With enthusiasm, we also achieved some results in the follow-up work. The original governance and operation of the company were improving, but in the process, there was a sudden recall of the management team Things "Fang Yuan said that he hoped that the company's management, the board of directors, including shareholders and creditors, could truly consider all issues from the perspective of listed companies, help listed companies solve difficulties and difficulties, and enable the company to operate normally and continue. If Zhongchang Big Data Corporation Limited(600242) can be reborn, it will save tens of thousands of investors and hundreds of employees.
