*St Zhongzhu controlling shareholder wants to remove president and Secretary

On the evening of October 13, the company announced that the controlling shareholders proposed to hold an interim general meeting of shareholders to remove the president, the Secretary of the board of directors and the sole director. The reason for the removal proposed by the controlling shareholder is that the party concerned has not taken into account the interests of the company and its shareholders. < / P > < p > this move naturally encountered strong opposition from the parties, and the reasons for opposition were also fierce. Among them, he directly pointed to the controlling shareholders for retaliation, and even said that he had reported Ye Jige, chairman of the listed company, for violating the rules and disciplines. In the evening of October 13, * ST Zhongzhu disclosed the resolution announcement of the 17th meeting of the 9th board of directors, and the company’s controlling shareholder Zhongzhu Group Co., Ltd. (hereinafter referred to as Zhongzhu group) intends to remove Cui Zhigang, President and Zhang Jianyong, vice president and Secretary of the board of directors. < p > < p > the reason given by Zhongzhu group is that Cui Zhigang has failed to perform his duties in accordance with the company law and other laws and regulations since he became president. Zhongzhu Group believes that Cui Zhigang did not pay enough attention to the overall interests of the company and all shareholders in the face of delisting risk. Zhongzhu group also believes that Cui Zhigang did not report to the board of directors or the chairman of the board of directors in accordance with the regulations, and did not put forward feasible plans for the production, operation and management of the company. The reasons for dismissing Zhang Jianyong are similar, but there is one more reason for dismissing Zhang Jianyong: taking advantage of his position to submit a resolution announcement to the Shanghai stock exchange that has not been deliberated by the board of directors. It is worth mentioning that the above actions were not successful because of the emergency measures taken by * ST Zhongzhu. The company also reported the case to the relevant public security organs. < p > < p > independent directors Yang Zhenxin and Zeng Yibin also said: “the directors and independent directors proposed to be removed this time submitted to the general meeting of shareholders for deliberation have seriously violated the relevant rules of the listed company and the provisions of the articles of association of the company, and have failed to perform their duties and faithful obligations as directors and independent directors, and are not suitable to continue to serve as directors and independent directors of the company.” The independent director to be removed is Geng Wanhai. < p > < p > < p > < p > the reporter of daily economic news noted that the above three removal proposals will be deliberated at the interim shareholders’ meeting of * ST Zhongzhu on October 29. However, judging from the announcement of the resolution of the 17th meeting of the board of directors, there are huge differences within the board of directors, and the above-mentioned proposal only has one vote to pass the risk-related test with the advantage of one vote – five votes for approval and four votes against it. < p > < p > Cui Jianwei and Qiao Baolong stated the reasons for their opposition in the proposal of holding shareholders’ temporary general meeting. Director Cui Jianwei said: “I do not accept the malicious defamation and defamation of my performance of duty in the motion.” Qiao Baolong, a director, said: “the recent large-scale adjustment of board members will cause instability risks to the company’s management and the majority of shareholders.” Geng Wanhai and Cui Zhigang were the parties who objected most fiercely. Cui Zhigang believes that the reasons for the recall motion above seriously distort the facts and belong to slander and slander. Geng Wanhai believes that the absurd motion of controlling shareholders is the manipulation of the board of directors by major shareholders for the sake of retaliation. In his independent opinion, Geng Wanhai said that it is not only without legal basis for the company’s major shareholders to put forward groundless accusations and slander themselves, but also the result of excluding dissidents and retaliating. It reflects the fact that the major shareholders manipulate the board of directors and maliciously collude with Mr. Ye Jige, the chairman of the board of directors, which seriously suppresses the legitimate exercise of rights of independent directors and damages the interests of small and medium shareholders. < p > < p > here, Geng Wanhai directly named Ye Jige, the chairman of the board, and asked him to avoid the vote. On September 8, 2020, Mr. Zhang Jianyong, the Secretary of the board, had reported Ye Jige’s violation of regulations and discipline on September 8, 2020, and the CSRC is investigating, Geng said. On August 28, I, Cui Zhigang and Cui Jianwei proposed a motion to remove Ye Jige as a director, which was illegally blocked by Ye Jige. < p > < p > < p > < p > the daily economic news reporter noted that at the meeting of the board of directors in which Geng Wanhai was elected as the sole director on June 22 this year, Geng Wanhai received two negative votes, including the lack of experience as an independent director in the industry. It is noteworthy that both Cui Zhigang and Cui Jianwei were nominated by China Pearl Group in June. Four months later, I do not know why the Zhongzhu group has to recall Cui Zhigang, who was nominated. < / P > < p > Disclaimer: the purpose of this article reprinted by china.com finance and economics is to convey more information and does not represent the views and positions of the website. The content of this paper is for reference only and does not constitute investment advice. Investors operate accordingly and bear their own risks. < p > < p > Chinanet is a national key news website under the leadership of the Information Office of the State Council and managed by China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website releases information 24 hours a day, which is an important window for China to carry out international communication and information exchange.