Today (December 15), the Shenzhen Stock Exchange made a positive impact on Zitian Technology (SZ300280, stock price 51.).59 yuan, market value 83600 million yuan) issued a "Letter of Concern".
The reporter of "Daily Economic News" noticed that just yesterday, Zitian Technology held a board of directors meeting to deliberate and approve the re-election of the board of directors and the board of supervisors and the revision of the "Articles of Association".
The Shenzhen Stock Exchange mentioned that the above-mentioned meeting of Zitian Technology was an emergency meeting, which was convened and presided over by Chairman Yao Xiaoxin, and all directors were notified by ** and email on December 13, 2023.
At this meeting, the directors of Zitian Technology, Yao Xiaoxin, Li Yang, Luo Lin, Xiong Jun, and Zeng Liping, planned to resign. The Shenzhen Stock Exchange asked Zitian Technology to "verify and explain the specific reasons for the aforementioned directors' sudden resignation by urgently convening a new meeting".
On December 14, the 47th meeting of the fourth board of directors of Zitian Technology was held in a combination of on-site and communication voting. The day before the meeting, all directors were notified by ** and email.
This meeting is an emergency meeting, and all directors confirm in writing the convening of this board meeting. The meeting was convened and presided over by Mr. Yao Xiaoxin, chairman of the board, and the company's supervisors and senior executives attended the meeting. Zitian Technology said.
There were four proposals at this meeting, namely "Proposal on the Re-election of the Board of Directors and the Nomination of Non-Independent Director Candidates for the Fifth Board of Directors", "Proposal on the Re-election of the Board of Directors and the Nomination of Independent Director Candidates for the Fifth Board of Directors", "Proposal on Amending the Articles of Association" and "Proposal on Proposing to Convene the First Extraordinary General Meeting of Shareholders in 2024".
The above four proposals were unanimously passed, and the main contents include: the proposed amendment to the Articles of Association, the board of directors will be adjusted from the original 10 to 7, including 4 non-independent directors and 3 independent directors;Re-election of the Board of Directors;Nomination of candidates for the fifth session of the Board of Directors.
Zitian Technology said that after the change of the board of directors, Yao Xiaoxin, Li Yang and Luo Lin will no longer serve as non-independent directors of the company, and Xiong Jun and Zeng Liping will no longer serve as independent directors of the company.
Zitian Technology said that after the qualification review by the nomination committee of the company's board of directors, its shareholder Fuzhou Anchang Investment Center (Limited Partnership) nominated Song Qing, Li Lin, Guo Min and Zhang Xuanzhe as candidates for non-independent directors of the company's fifth board of directors, and nominated Zhong Xiaoyong, Wang Su and Meng Fanfeng as candidates for independent directors of the company's fifth board of directors.
For such an emergency meeting, a number of directors "left suddenly", and the Shenzhen Stock Exchange quickly paid attention.
Explain in detail the planning process, key time nodes, the main work done by the board of directors of your company and the nominee shareholder Fuzhou Anchang Investment Center (Limited Partnership) during the planning period, whether the internal decision-making procedures have been fully implemented, whether the relevant arrangements are prudent and reasonable, and whether they comply with the provisions of laws and regulations, the articles of association and the rules of procedure of the board of directors. Ask a lawyer to check and give a clear opinion. "Shenzhen Stock Exchange requirements.
Regarding the nomination procedure of the nomination committee, the Shenzhen Stock Exchange requires: "Supplementary information on the specific situation of the nomination and review of director candidates by the nomination committee of your company, including the nomination and recommendation process, time, nomination subject, review and opinion basis of the nomination committee, the number of votes, etc., and whether the relevant director candidate nomination process complies with the relevant provisions of the Company Law, the articles of association and relevant systems." Ask a lawyer to check and give a clear opinion. ”
Verify and explain the specific reasons for the aforesaid director's sudden resignation by means of an emergency re-election, whether he continues to serve in the company after leaving office, his position in the company (if any), and whether the resignation has an adverse impact on the company's production and operation. Combined with the frequent changes and reasons of the company's directors, supervisors and senior management since the fourth board of directors of your company took office, add whether there are major deficiencies or major risks in your company's internal governance and control, and whether there are any undisclosed matters that should be disclosed. "Shenzhen Stock Exchange requirements.
In addition, the Shenzhen Stock Exchange also asked about the reasons for the nomination of the proposed directors.
It is worth noting that on November 23 this year, the Shenzhen Stock Exchange issued a regulatory letter to Zitian Technology. One of the reasons is that its external contacts** cannot be reached. "Recently, many investors have reported to our firm that your company's external contact** cannot be reached, and your company has not effectively replied to investors' questions about the company's operation on the firm's investor relations interactive platform (hereinafter referred to as "Interactive Easy") for a long time. The Shenzhen Stock Exchange said.
On November 13 this year, Zitian Technology and its controlling shareholder, Fuzhou Anchang Investment Center (Limited Partnership), respectively received the "Notice of Case Filing" issued by the China Securities Regulatory Commission. Due to suspected violations of information disclosure laws and regulations, the China Securities Regulatory Commission decided to file a case against Zitian Technology and its controlling shareholder.
National Business Daily.