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.
The board of directors of Beijing culture formed the final determination result on the above proposal in May 31, and then announced it. According to Beijing culture, the first two proposals to remove song Ge, chairman of Beijing culture, and Zhang Yunlong, vice president of Beijing culture, are flawed, but fall within the scope of the general meeting of shareholders, with clear issues and specific resolutions, in line with laws and regulations, and agree to submit them to the general meeting of shareholders; however, other proposals, because they do not meet the above conditions, will not be submitted.
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.
Article 14: the temporary proposal of the Company Law refers to that shareholders holding more than 3% of the companys shares can put forward an interim proposal and submit it to the board of directors in writing 10 days before the general meeting of shareholders; the board of directors shall notify other shareholders within two days after receiving the proposal and submit the interim proposal to the general meeting of shareholders.
In response to the proposal that Lou Xiaoxi was elected as a director, the board of directors believed that the proposer failed to provide the 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 matters involve 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.
Jin Baozang questioned that the director candidates being put on file for investigation is only the cause of his need to disclose the specific situation in detail, not the cause of the director candidates total inability to obtain the nomination, so he cannot be excluded from the qualification for nomination.
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