Questioning the dismissal of the Board Secretary of Guosheng Financial Holdings financial report: Shenzhen Stock Exchange: compliance?

Guosheng financial holding, which claims to dismiss the Secretary of the board of directors “in order to safeguard the common interests of the company and all shareholders and ensure the stability of operation”, has received a negative vote from the parties concerned, which has also aroused the concern of Shenzhen Stock Exchange. < p > < p > Guosheng Financial Holdings announced on the evening of the 15th that the 9th meeting of the 4th board of directors was held on the 14th to consider and pass the “proposal on dismissing the Secretary of the board of directors” and “proposal on dismissing the directors of the company”. In order to safeguard the common interests of the company and all shareholders and ensure the stable operation of the company, the board of directors of the company agreed to dismiss Ms. Zhao Cen as secretary of the board of directors and director. The dismissal will not affect the normal operation of the company’s daily operation. In the absence of a new secretary of the board of directors, Ms. Li e, the deputy general manager, will temporarily perform the duties of the Secretary of the board of directors until the formal appointment of the Secretary of the board of directors. < / P > < p > it is worth noting that it is mentioned in the attention letter that Zhao Cen, the party concerned, voted against the motion on dismissing the Secretary of the board of directors of the company and the motion on dismissing the directors of the company. As a result, Shenzhen Stock Exchange asked Guosheng financial holdings to explain in detail the reasons for the removal of Zhao Cen’s position as a director, the proposer and whether it is in compliance with the regulations, and whether the removal of Zhao Cen’s position as secretary of the board of directors is in compliance with the regulations. Zhao Cen, born in 1967, has a master’s degree. He once served as senior manager of Shenzhen Stock Exchange, Secretary of Dongguan high energy electric Co., Ltd., deputy general manager and director of Finance and risk control of Shenzhen Zhongnan growth company, secretary and deputy general manager of Shenzhen Dingtai CNC Co., Ltd. he joined Guosheng financial holding in August 2014 and served as secretary and chief financial officer of the company. The term ends in 2023. In October this year, Zhao Cen was relieved of his position as chief financial officer. < / P > < p > Zhongxin Jingwei client noted that Zhao Cen had raised an objection to the financial report of Guosheng financial holdings. In the performance forecast of the first three quarters of 2020, it has been mentioned that the company and all members of the board of directors except Ms. Zhao Cen guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions. < / P > < p > why does Zhao Cen think that the contents of the third quarter report are questionable? She pointed out in the performance notice that on July 17, 2020, the subsidiary Guosheng securities and Guosheng futures were taken over by the CSRC. From the date of taking over, the taking over group shall exercise the right of operation and management of the company to be taken over, the leader of the taking over group shall exercise the power of legal representative, and the board of shareholders, board of directors, board of supervisors and management of Guosheng securities and Guosheng futures shall cease to perform their duties. Zhao Cen believes that according to relevant regulations, the above takeover causes Guosheng financial holding to lose its control over the investee Guosheng securities; considering the availability of data, the company should not include Guosheng securities into the scope of merger as of August 1, 2020 at the latest; the company’s long-term equity investment in Guosheng securities should be accounted by the cost method instead of the equity method. Therefore, Zhao Cen said that as a director, he could not guarantee the authenticity, accuracy and completeness of the performance forecast. As the person in charge of accounting, he made objection signature on these financial statements. < p > < p > on November 7, Guosheng Financial Holdings issued an announcement on this issue, saying that the contents of the third quarterly report were true, accurate and complete. It also points out that the contents stated by director Zhao Cen in the statement of objection are his personal opinions, some of which are inconsistent with the facts, and the conclusions drawn are lack of legal basis; the board of directors of the company does not recognize his accusations against the company, and his behavior has had a negative impact on the company’s market image and reputation. It also proposes to reserve the right to investigate the legal responsibility for director Zhao Cen’s misconduct. Zhao Cen said in the announcement that whether the company’s relevant internal control is effective is worthy of attention. In the morning of December 16, Guosheng Financial Holdings once fell more than 8%. At the close, the decline narrowed to 5.34% at 12.22 yuan. < / P > < p > Disclaimer: the purpose of this article reprinted by CNFC is to convey more information, and it does not represent the opinions and positions of CNFC. 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