振芯科技拒绝控股股东临时提案 称为避免后者内部矛盾下沉

Core Viewpoint - The board of directors of Zhenxin Technology decided not to submit the temporary proposal from the controlling shareholder, Chengdu Guoteng Electronics Group, for consideration at the 2024 annual general meeting, citing compliance and governance concerns [1][2]. Group 1: Proposal Details - The proposal from Guoteng Electronics Group aimed to amend the company's articles of association, changing the board composition from "nine directors, three of whom are independent" to "nine to twelve directors, with independent directors accounting for no less than one-third" [1]. - The proposal also sought to modify the conditions for convening a temporary shareholders' meeting, changing the requirement from "less than six directors" to "less than two-thirds of the number of directors stipulated by law or the articles of association" [1]. Group 2: Governance Concerns - The board found the proposal lacking in clarity regarding the exact number of directors and lacking internal authorization from Guoteng Electronics Group, making it non-compliant with regulations [2]. - There are ongoing internal conflicts among the shareholders of Guoteng Electronics Group, which could potentially impact the governance of Zhenxin Technology and lead to significant uncertainties in strategic and financial decisions [2][3]. Group 3: Background Information - The actual controller of Zhenxin Technology has changed to He Yan, who holds 51% of Guoteng Electronics Group, following a court ruling that dismissed a lawsuit seeking the dissolution of Guoteng Electronics Group [3].