A股罕见！自然人起诉上市公司，要求撤销股东大会决议

Core Viewpoint - Dazhihui is facing a lawsuit regarding the validity of its second extraordinary general meeting resolution, which approved a significant asset restructuring transaction with Xiangcai Co. [1][5] Group 1: Lawsuit Details - The plaintiff, Wang Gongwei, filed a lawsuit on October 15, 2025, claiming that the resolution from the second extraordinary general meeting should be revoked [1] - The lawsuit does not specify a monetary amount and is currently in process, with the final impact on the company dependent on the court's ruling [5] - Investors are concerned that the lawsuit may affect the merger process with Xiangcai Co. and could potentially lead to the transaction's failure [6] Group 2: Allegations Against Dazhihui - Wang Gongwei alleges multiple violations by Dazhihui, including failure to conduct necessary audits and evaluations for the related party transaction with Xiangcai Co. [7][8] - He argues that the transaction constitutes a significant related party transaction, requiring compliance with specific regulations, including hiring qualified intermediaries for asset evaluation [7] - The plaintiff claims that Dazhihui did not adhere to the Shanghai Stock Exchange's listing rules regarding the disclosure and approval of asset transactions [7][8] Group 3: Dazhihui's Defense - Dazhihui asserts that the transaction does not involve acquiring Xiangcai Co.'s stock or cash, thus not falling under the asset purchase or sale category as per relevant regulations [9] - Financial and legal advisors have stated that the procedures followed for the extraordinary general meeting were legal and compliant with applicable laws [9] - The law firm representing Dazhihui has provided a special opinion confirming the legality of the meeting's procedures and resolutions [9] Group 4: Transaction Overview - The merger involves Xiangcai Co. issuing shares to Dazhihui's shareholders, with Dazhihui set to terminate its listing and dissolve as a legal entity post-merger [10] - Xiangcai Co. plans to raise up to 8 billion yuan in supporting funds as part of the merger [10] - Prior to the merger, Xiangcai Co. was a significant shareholder of Dazhihui, holding over 5% of its shares [10] Group 5: Company Background - Dazhihui, established in December 2000 and listed in January 2011, has faced challenges including poor performance and regulatory penalties for information disclosure violations and financial fraud [11] - As of November 11, 2025, Dazhihui's market capitalization was 27.27 billion yuan [12]