Cancel the proposal for the extraordinary shareholder meeting, and Baoneng releases the "resolution" of Zhongju High tech! Appointment of Qin Junxue as General Manager Shareholders Meeting | Company Articles of Association | Qin Junxue
At around 3pm on the 24th, Baoneng Group released the latest resolution of the board of directors of Zhongju High tech on its official website, stating that the board of directors of Zhongju High tech will appoint Qin Junxue as the general manager.
This document, titled "Resolution of the 14th Meeting of the 10th Board of Directors of Zhongju High tech," lists the names of nine directors at the end of the document, but none of them sign.
The time window for the release of this resolution coincides with the convening of the extraordinary shareholder meeting of Zhongju High tech. The board resolution had a strong "gunpowder smell" and cancelled the proposal for the extraordinary shareholders' meeting on July 24th.
The resolution states that, given the serious violations of laws and regulations in the convening of the temporary supervisory board on July 6th, Torch Group and its concerted action personnel have caused serious losses and consequences to the listed company.
The resolution states that according to the company's articles of association, the shareholders' meeting can only be held at the Zhongju High tech Office Building. On July 24th, it was announced that the temporary shareholders' meeting would be held at the Torch Development Zone Building, which does not comply with the provisions of the company's articles of association.
The resolution also states that Torch Group and its concerted action parties have significant related party transactions with the listed company Zhongju High tech and are significantly related to the matters related to this shareholders' meeting. According to the Company Law and the company's articles of association, they must avoid voting at the extraordinary shareholders' meeting on July 24th.
Therefore, the company plans to announce the cancellation of the extraordinary shareholder meeting on July 24th and hold it after the litigation related matters are settled.
The resolution states that related directors Yu Jianhua and Wan Hequn have avoided voting on this proposal. Independent director Gan Yaoren did not respond within the specified time. The other directors approve. The voting result is: passed.
The resolution also voted on another proposal: due to the resignation of Mr. Deng Zuming, the general manager of the company, due to personal reasons, it is proposed that Qin Junxue, the deputy general manager, will act as the general manager of Zhongju High tech until a new general manager is appointed by the board of directors.
The related directors Yu Jianhua and Wan Hequn did not respond to the proposal within the specified time. Independent director Qin Zhihua abstained on the grounds of insufficient understanding of the nominee's relevant information. Independent director Gan Yaoren did not respond within the specified time. The other directors approve. The voting result is: passed.
According to public information, Qin Junxue is currently the Assistant General Manager of the Human Resources Management Center of Baoneng Group.
Chen Bo, a lawyer at Beijing Deheng Law Firm, stated that the "resolution" mentions who supports and who opposes, and the content of the "resolution" should be true. "Generally speaking, directors sign on the voting ballots and will not sign on the resolution."
However, Lawyer Chen Bo stated that according to the Company Law, the board of directors has no right to revoke the shareholder meeting proposed by the supervisory board. "Moreover, the shareholders' meeting on July 24th is currently voting, and some of these directors may have been dismissed," he said.
According to insiders from Baoneng, the extraordinary shareholder meeting on July 24th was held on time at 2:30 pm, and as of the time of the reporter's press release, the meeting has not yet ended. The meeting will be held in the auditorium of Zhongshan Torch International Convention and Exhibition Center.