Sino-Singapore Jingwei, June 30th. On the evening of the 29th, *ST Zhongchang disclosed a number of announcements, and nine people including Chairman Zhu Congshuang and Secretary Fangyuan resigned.According to public information, these 9 people took office in April this year.
Chairman and President Zhu Congshuang resigned
According to the announcement, *ST Zhongchang's board of directors received the resignation report of the company's chairman and president Zhu Congshuang on June 29. Due to the instability of the shareholder structure, the company's board of directors and management were unstable and could not carry out their work normally. Zhu Congshuangte resigned as a director of the company. The positions of chairman, director, president, and convener of the strategy committee of the board of directors.
The announcement stated that during the vacancy of the company's chairman, more than half of the company's directors elected director Ji Mingrui to perform the duties of chairman on his behalf.
Board Secretary Fang Yuan resigns
According to the announcement, *ST Zhongchang's board of directors received the resignation report of the company's board secretary Fang Yuan on June 29, 2022. The specific reasons are as follows:
"As the secretary of the company's board of directors, I have personally witnessed and participated in the company's board of directors and management within just over two months after taking office on April 8, 2022, strictly abide by laws and regulations, be diligent and responsible, and find out the real situation of the company's operations to achieve resolution. The possibility of a company crisis, the entire process of ensuring the company's internal control is effective, stabilizing and standardizing corporate governance, and striving to safeguard the interests of the company and all shareholders. The details are as follows:
1) The board of directors and management conduct a comprehensive review of the company's real situation, and quickly understand the company's internal control governance, business form, financial status, legal risks, internal management, and investment projects. , in strict accordance with the management standards of listed companies, do a good job in the preparation, review and disclosure of the annual report, make sure that the annual report is true and accurate, and the disclosed issues must be disclosed on the basis of facts.
2) The board of directors and the management have formulated practical and feasible measures to eliminate the audit report and the negative opinion internal control report of the accountants, and strictly and actively implement the relevant measures.
3) Under the circumstance of the company's financial difficulties, the management has signed business cooperation agreements with a number of customers since October 2021. According to the industry characteristics of the company, some of the business agreements signed above need to be prepared in advance. Funds can be successfully implemented.On the one hand, the company's board of directors and management are actively cooperating with the public security organs in the investigation of director Li Qunnan's alleged misappropriation of funds to recover the relevant misappropriation funds as soon as possible; On the other hand, it is also actively expanding financing channels for the company's business operations.
4) With the efforts of the board of directors and management, the company has signed the "Relocation Intention Agreement" with the Zhongshan District People's Government of Dalian City on June 22, 2022.
The above work has been actively promoted, but due to the instability of the shareholder structure, some shareholders have repeatedly submitted the same dismissal proposal in the short term, and the board of directors has changed again in the short term, which has affected the already stable and standardized corporate governance structure. The work that has been progressed in an orderly manner has also been hindered in the performance of my duties according to law. I deeply regret this and resign as the secretary of the company's board of directors.
The announcement stated that during the vacancy of the company's board secretary, more than half of the company's directors elected director Ji Mingrui to perform the duties of the board secretary.
5 executives resign
According to the announcement, *ST Zhongchang's board of directors received the resignation report of the company's vice presidents Ye Qiwei, Wu Yuanya, Ma Kai, Liu Yong, and financial director and vice president Zhu Hourong on June 29. Due to the company's recent turbulence and personal development reasons, Ye Qiwei, Wu Yuanya, Ma Kai and Liu Yong resigned as vice presidents, and Zhu Hourong resigned as chief financial officer and vice president.
The announcement also stated that due to the resignation of many senior executives of the company, in order to stabilize the company's development, standardize corporate governance and optimize the corporate governance structure, the company held the 29th meeting of the tenth board of directors on June 29 and approved the appointment of the president. , Vice President and Chief Financial Officer.The board of directors of the company decided to appoint Ji Mingrui as the company's president, Yan Kaidan as the company's financial director, and Zhang Xinyi as the company's vice president in charge of the company's Beijing business center.
2 independent directors resign
According to the announcement, *ST Zhongchang's board of directors received the resignation report of the company's independent directors Cheng Shuguang and Xu Qiangsheng on June 29.
The reason for the resignation of independent director Cheng Shuguang: "Since I took office as an independent director of the company on April 8, 2022, due to the large differences between the company's main shareholders and the directors, supervisors and senior executives appointed by the shareholders, I have not been able to reach a consensus on the company's development direction. , resulting in continuous turmoil in the company's management recently. Since I have no knowledge of what happened between the company's major shareholders and the directors, supervisors, and executives appointed by shareholders in the past, I have been unable to perform my duties as an independent director normally. After careful consideration, I hereby submit a resignation application to the company's board of directors, resigning from the company's director and related positions in the professional committee of the board of directors."
The reason for the resignation of independent director Mr. Xu Qiangsheng: "Because the board of directors and administrators are unstable and unable to carry out their work normally, I hereby resign as an independent director of the company, the convener of the nomination committee and a member of the audit committee."
Frequent executive changes
Since the beginning of this year, the executives and directors of *ST Zhongchang have changed frequently.
Specifically, the announcement on the resolutions of the seventeenth meeting of the tenth board of directors released on March 20 showed that Zeng Jianxiang failed to effectively resolve the company's operating difficulties and risks during his tenure as president of the listed company, and the board of directors agreed to remove Zeng Jianxiang from the position of president of the listed company.
The announcement on the resolutions of the 18th meeting of the 10th board of directors issued on the same day showed that the board of directors agreed to remove Ye Qiwei from the position of vice president of the listed company and Ma Kai from the position of vice president of the listed company. risk"; agreed to appoint vice president Ji Mingrui as the company's executive vice president.
The announcement on the resignation of senior managers issued on April 5 shows that the company's board of directors received the company's vice president and board secretary Fang Yuan's "Notice of Resignation" on April 2. The specific content is as follows: "In view of the company's current board of directors and new management Some members of the senior management team have recently ignored relevant laws and regulations on corporate governance and information disclosure, abused the authority of the board of directors and management to undermine corporate governance and normal operations, and I strongly disagree with these inappropriate behaviors. and the position of vice president." The board of directors of the company received the "Notice of Resignation" from Liu Yong, vice president of the company on April 2, the details are as follows: "Due to the recent drastic changes in the company's senior management team and conflict events that have seriously affected business operations The management team performs its duties safely and the company operates normally. At the same time, the company's board of directors and the new management team temporarily appointed by the company's new management team have changed their policies and failed to carry out relevant work in accordance with the corporate governance requirements of a public company. I am unable to correct this but It is also unbearable to be with him, and now he is resigning as the vice president of Zhongchang Big Data and the general manager of the Beijing business center."
The announcement of the resolutions of the twentieth meeting of the tenth board of directors released on April 8 shows that the board of directors of the company agreed to elect Zhu Congshuang as the chairman of the company.
The announcement on the appointment of senior managers issued on April 10 shows that in order to improve the corporate governance structure, the company's board of directors has appointed Zhu Congshuang as the company's president.Nominated by Chairman and President Zhu Congshuang, the company's board of directors appointed Wu Yuanya, Ye Qiwei, Ma Kai, and Liu Yong as the company's vice presidents, and Fang Yuan as the company's vice president and board secretary.
The announcement on the resolutions of the 22nd meeting of the 10th Board of Directors released on the same day showed that with 6 votes in favor, 2 abstentions and 0 votes against, the "Proposal on Removing Mr. Ji Mingrui from the Post of Executive Vice President" was reviewed and approved.
The announcement on the change of the company's chief financial officer issued on April 19 shows that in view of the company's recent report that Yan Kaidan resigned as the company's chief financial officer, the board of directors appointed Zhu Hourong as the company's chief financial officer after nomination by the company's president Zhu Congshuang.
In addition, Cheng Shuguang and Xu Qiangsheng were elected as independent directors at the first extraordinary general meeting of shareholders in 2022 held on April 8.
Wind information shows that the main business of *ST Zhongchang is mainly digital marketing at home and abroad, providing enterprises with comprehensive customer loyalty marketing and management services, and big data industrial park services.
In terms of operating performance, in 2021, *ST Zhongchang's revenue will be 477 million yuan, a year-on-year decrease of 52.26%; the net loss will be 472 million yuan, compared with a profit of 9.473 million yuan in the previous year.
Regarding the change in revenue, *ST Zhongchang explained that it was mainly due to the failure of the former management team to properly handle and poor management after the company's debt crisis caused major customers such as I Love My Home and major supplier Baidu to stop cooperating with the company one after another. The overall business scale has shrunk.
In the secondary market, as of the close on June 29, *ST Zhongchang reported 1.67 yuan per share, a decrease of 5.11%.(Sino-Singapore Jingwei APP)
(Editor in charge: Han Yijia)
