On the evening of April 15, Zhongchang Big Data Corporation Limited(600242) ( Zhongchang Big Data Corporation Limited(600242) , SH) replied to the inquiry letter of the Shanghai Stock Exchange, saying that the appointment and dismissal of the executive vice president at the 18th meeting of the 10th board of directors were not nominated by the president according to law, the proposal procedure did not comply with the relevant provisions of the company law and the articles of association, and the proposal procedure was flawed.
At the 17th meeting of the 10th board of directors, director Zeng Jianxiang voted against the proposal on removing Mr. Zeng Jianxiang from the post of president of listed companies, which was mentioned in the reasons for opposition, Ling Yun, President of the controlling shareholder of the company, Sansheng Hongye (i.e. Shanghai Sansheng Hongye (Group) Co., Ltd.) and chairman of the company… Directly arranged Sansheng Hongye’s personnel and social personnel to forcibly break into Ma Kai’s house, vice president of the company and head of the general management department, forcibly Control Ma Kai and have physical conflict, and rob the company’s official seal, Ma Kai’s computer and other personal belongings.
On April 15, the Shanghai Stock Exchange issued a regulatory work letter to Zhongchang Big Data Corporation Limited(600242) stating that the controlling shareholder of the listed company is still Sansheng Hongye and the actual controller is Chen Jianming, but the control right may be changed. Therefore, the Shanghai stock exchange requires listed companies to carefully demonstrate and judge the current situation of the company’s controlling shareholders and actual controllers from the aspects of the proportion of shareholders, the composition of board members and the main body of recommendation and nomination, the agreement or agreement on concerted action between shareholders, and the actual situation of past decisions.
There is a risk that the proposal to dismiss the vice president will be deemed invalid
On March 19, Zhongchang Big Data Corporation Limited(600242) held the 17th meeting of the 10th board of directors, saying that due to Zeng Jianxiang’s failure to effectively resolve the company’s operating difficulties and risks during his tenure as president of the listed company, Zhongchang Big Data Corporation Limited(600242) board of directors agreed to remove Zeng Jianxiang from the post of president of the listed company.
The proposal was considered and adopted by the members of the board of directors 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 operation of the company and promoting the resolution of debt crisis.
On the same day, the Zhongchang Big Data Corporation Limited(600242) board of directors then held its 18th meeting, and 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”, and decided to appoint Ji Mingrui as the executive vice president of the listed company.
Ying Mingde, Lu Xiaotian and Li qunnan 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.
In the reply to the inquiry letter, the listed company said that the appointment and dismissal of the executive vice president at the 18th meeting of the 10th board of directors had not been nominated by the president according to law, the proposal procedure did not comply with the relevant provisions of the company law and the articles of association, and the proposal procedure was flawed. Therefore, there is a risk that the resolution of the meeting will be deemed invalid, revocable or untenable.
The chairman sent someone to “forcibly control” the vice president?
It is worth mentioning that the reasons for Zeng Jianxiang’s objection were not fully disclosed in the above two board resolution announcements.
At the 17th meeting of the 10th board of directors, the incompletely disclosed content of Zeng Jianxiang’s objection was that Aijian Trust and Jiangxi Ruijing jointly issued a proposal to the board of directors to convene an extraordinary general meeting of shareholders to consider the re-election of the board of directors, but Ling Yun, President of Sansheng Hongye and Chairman of the company, the controlling shareholder, did not convene the board of directors to consider the proposal, Directly arrange Sansheng Hongye personnel and social personnel to forcibly break into the home of Ma Kai, vice president of the company and head of the comprehensive management department during the epidemic prevention and control period (March 19), forcibly Control Ma Kai and have physical conflict, and rob the company’s official seal, Ma Kai’s computer and other personal belongings. The above acts will seriously damage the interests of the listed company and all shareholders.
As for the motion to dismiss the two vice presidents, what Zeng Jianxiang did not fully disclose in his objection was that Ma Kai had a physical conflict with the relevant personnel of the company’s controlling shareholders in order to protect the company’s important assets, the board of directors of the company should pay great attention to it, and Lingyun and the relevant personnel of the company’s controlling shareholders should actively cooperate with the judicial authorities in the investigation. The remaining contents not fully disclosed are consistent with the 17th meeting of the 10th board of directors.
In addition, up to now, the controlling shareholder of the listed company is Sansheng Hongye, which holds 54.67 million shares of the listed company, with a shareholding ratio of 11.97%; Aijian Trust holds 28.2 million shares of listed companies, with a shareholding ratio of 6.18%; Jiangxi Ruijing holds 27541300 shares of listed companies, with a shareholding ratio of 6.03%.
Therefore, in the reply to the announcement, Zhongchang Big Data Corporation Limited(600242) said that the equity proportion of the top five shareholders was relatively close, and Sansheng Hongye’s equity was auctioned by the judiciary. Meanwhile, the company held the first extraordinary general meeting of shareholders in 2022 on April 8 to re elect the board of directors of the company. Therefore, the control of the company is unstable and may be changed.
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