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信源企业集团(01748):宣称请求人要求召开股东特别大会以罢免及委任董事

XIN YUAN ENT (01748): Claims that the petitioner demands to convene a special Shareholder meeting to remove and appoint Directors.

Zhitong Finance ·  Dec 13 23:05

XIN YUAN ENT (01748) announced that on December 13, 2024, the company's Board of Directors (Board of Directors...

According to an announcement by XIN YUAN ENT (01748) on December 13, 2024, the company's Board of Directors (Board of Directors) received a written notice (request notice) jointly issued by two individuals and one corporate entity (Mr. Huang Lingsheng, Mr. Chen Guiren, and Hua Xin Trading Co., Ltd. (all claimed to be shareholders of the company (claimants), collectively holding 54.9603 million shares of the company, representing approximately 12.49% of the total issued shares with voting rights as of the request notice date)). The claimants intend to invoke Article 64 of the company's Articles of Association (Articles) to request the Board of Directors to convene a special general meeting of shareholders (special meeting of shareholders) to consider and, at their discretion, pass the following resolutions as the company's ordinary resolutions (claim requests):

1. According to Article 114 of the Articles, the removal of Mr. Chen Jiagan as Executive Director, Vice Chairman of the Board of Directors, and any other positions and duties in the Group, effective from the conclusion of the special meeting of shareholders;

2. According to Article 114 of the Articles, the removal of Mr. Xu Wenjun as Executive Director, Chief Executive Officer of the company, and any other positions and duties in the Group, effective from the conclusion of the special meeting of shareholders;

3. According to Article 114 of the Articles, the removal of Mr. Chen Yanbiao as Executive Director and any other positions and duties in the Group, effective from the conclusion of the special meeting of shareholders;

4. According to Article 114 of the Articles, the removal of Mr. Sun Zhiwei from the position of Independent Non-Executive Director, effective from the conclusion of the special meeting of shareholders;

5. According to Article 114 of the Articles, the removal of Mr. Wei Shusong from the position of Independent Non-Executive Director, effective from the conclusion of the special meeting of shareholders;

6. According to Article 114 of the bylaws, the dismissal of Mr. Xu Jie from the position of independent non-executive Director is effective immediately upon the conclusion of the special shareholders' meeting.

7. According to Article 111 of the bylaws, Mr. Fan Ruihua is appointed as an executive Director, effective immediately upon the conclusion of the special shareholders' meeting.

8. According to Article 111 of the bylaws, Mr. Huang Dehai is appointed as an executive Director, effective immediately upon the conclusion of the special shareholders' meeting.

9. According to Article 111 of the bylaws, Ms. Chen Yanyan is appointed as an executive Director, effective immediately upon the conclusion of the special shareholders' meeting.

10. According to Article 111 of the bylaws, Mr. Yang Lei is appointed as a non-executive Director, effective immediately upon the conclusion of the special shareholders' meeting.

11. According to Article 111 of the bylaws, Mr. Yang Yunmin is appointed as an independent non-executive Director, effective immediately upon the conclusion of the special shareholders' meeting.

12. According to Article 111 of the bylaws, Mr. Xie Xianyun is appointed as an independent non-executive Director, effective immediately upon the conclusion of the special shareholders' meeting.

According to Article 64 of the bylaws, the special shareholders' meeting must be convened upon the request of one or more shareholders (Shareholders) who collectively hold at least 10% of the voting rights of the company's issued share capital (on a one share one vote basis) on the day the request is made. Such shareholders also have the right to add resolutions to the agenda of the relevant special shareholders' meeting. The request must be submitted in writing to the Board of Directors or the company secretary, requesting the Board of Directors to convene a special shareholders' meeting to address any matters specified in the request. The meeting must be convened within 2 months after the submission of the request. If the Board of Directors does not arrange to convene the meeting within 21 days from the date of submission, the requestor(s) may convene the meeting themselves in the same manner, and all reasonable expenses incurred by the requestor(s) due to the Board's failure to properly convene the meeting must be reimbursed by the company.

The Board of Directors recommends convening a special Shareholder meeting on or around January 9, 2025, in accordance with the relevant provisions of the bylaws regarding claims, provided that the claimant and their shareholding have been officially confirmed.

The company confirms the authenticity of the request notice and verifies the identity of the claimant and their claim regarding the shares in the company.

The translation is provided by third-party software.


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