Jinbaozang is a company controlled by Lou Xiaoxi, the former vice chairman of Beijing culture, the whistleblower, and the third largest shareholder of Beijing culture. At present, jinbaocang holds 46.08 million shares of the company, accounting for 6.43% of the total share capital of the company, more than 3%, which is in line with the qualification of the sponsor as stipulated in the company law.
Qingliu studio learned from jinbaocang that jinbaocang had reported to Beijing Securities Regulatory Bureau on the morning of June 4 that the proposed proposal had been rejected.
According to Jin Baozangs materials, song Ge, chairman of the company, and others manipulated the Beijing culture board of directors, harmed the interests of the company and shareholders, and illegally excluded the shareholders proposals from the deliberation and voting of the general meeting of shareholders.
Jin Baozang specifically put forward eight temporary proposals, including the proposal to recall song Ge, chairman of Beijing culture, and Zhang Yunlong, vice president of Beijing culture, to elect Lou Xiaoxi as a new director, to overturn the annual report error correction announced by Beijing Culture on April 28, 2019, to sell the equity of subsidiaries, and to require the board of supervisors to sue song Ge, Zhang Yunlong and other proposals that harm the interests of the company.
Since Jin Baozang submitted eight interim proposals to the board of directors of Beijing Culture on May 25, Chen Chen, the Secretary of the board of directors of Beijing culture, resigned, and the original shareholders meeting scheduled to be held on June 5 was postponed to June 10.
However, according to the report letter of jinbaozang, according to the articles of association and the company law, the general meeting of shareholders is the authority, and the board of directors is responsible for the general meeting of shareholders; unless it is a matter expressly excluded by laws and regulations and the articles of association, the board of directors shall submit it to the general meeting of shareholders for deliberation.
According to Article 13 of the company law, the contents of the proposal shall be within the scope of the functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and conform to the relevant provisions of laws, administrative regulations and the articles of association.
As for the proposal that Lou Xiaoxi was elected as a director, the board of directors believed that the proposer failed to provide detailed information of the director candidates in accordance with the relevant requirements of the rules of the general meeting of shareholders. At the same time, Lou Xiaoxi, the director candidate, has been put on file by the public security organ for investigation due to suspected crime, which belongs to the situation of being put on file by the judicial organ for investigation due to suspected crime or being put on file by China Securities Regulatory Commission for investigation due to suspected violation of laws and regulations, and there is no clear conclusion opinion as stipulated in article 3.2.3 of the guidelines for standardized operation. Moreover, Lou Xiaoxis registered investigation involves damage to the legitimate interests of the company It can affect the normal operation of the company, and believes that Lou Xiaoxi is not suitable to be a director of the company, and does not agree to submit proposal 3 to the second extraordinary general meeting of shareholders in 2020 for deliberation.
According to the provisions of the guidelines for the standardized operation of listed companies, when the candidates of directors, supervisors and senior managers are put on file by the judicial authorities for investigation due to suspected crimes or by the CSRC for investigation due to suspected violations of laws and regulations, the company shall disclose the specific situation of the candidates, the reasons for the candidates to be hired and whether they affect the standardized operation of the company. In such case, the deadline shall be the date when the board of directors, the general meeting of shareholders and other competent bodies of the company deliberate on the proposal on appointment of candidates for directors, supervisors and senior management.
Extended reading heavy money purchase enrollment points suddenly degraded! The latest official response came outside the room. Jane Eyres yoghurt showed that the worm eggs hatched overnight. Wang Sicong went on a hot search: the company went bankrupt! Slippers and T-shirts were auctioned together. Source: Qingliu editor in charge: Yang Qian_ NF4425