Nan Fang Du Shi Bao·2025-11-17 03:56Core Viewpoint - Shanghai Dazhihui Co., Ltd. (601519.SH) is facing a lawsuit from individual Wang Gongwei, who accuses the company of failing to conduct proper audits or evaluations regarding the merger with Xiangcai Co., and not submitting the matter for shareholder approval, which is claimed to be a procedural violation [2][3]. Group 1: Legal Allegations - The plaintiff claims that the merger constitutes a significant related party transaction and that Dazhihui did not comply with the Shanghai Stock Exchange Listing Rules, which require disclosure of audited financial reports for the transaction [3][4]. - Wang Gongwei requests the court to annul the resolutions made during Dazhihui's second extraordinary general meeting of shareholders in 2025, arguing that the necessary procedures were not followed [3][4]. Group 2: Company Defense - Legal and financial advisors, including Beijing Guofeng Law Firm and Yuekai Securities, have provided opinions stating that the merger does not involve the purchase or sale of assets, thus not requiring compliance with the aforementioned listing rules [4][5]. - The advisors confirmed that Dazhihui held a valid extraordinary general meeting on October 13, 2025, where 16 resolutions, including the merger plan, were approved, and the procedures were deemed legal and effective [4][5]. Group 3: Merger Details - The merger process began in March 2025, with Xiangcai Co. planning to absorb Dazhihui through a share exchange, issuing A-shares to Dazhihui's shareholders [6]. - The exchange ratio is set at 1:1.27, meaning each share of Dazhihui can be exchanged for 1.27 shares of Xiangcai, resulting in Xiangcai issuing a total of 2.282 billion shares [6]. - Following the merger, Dazhihui will be delisted and its legal entity will be dissolved, with Xiangcai inheriting all assets, liabilities, and rights of Dazhihui [6].