控制权纷争再现？这家上市公司，三项公司治理制度修订案被否决

Core Viewpoint - The ongoing control dispute at Zhenxin Technology (振芯科技) has led to significant disagreements regarding the company's governance proposals, culminating in a recent extraordinary shareholders' meeting where several key resolutions were not passed [3][5][13]. Group 1: Shareholder Meeting Outcomes - The extraordinary shareholders' meeting held on December 26 resulted in the approval of 11 proposals, including the amendment of the company's articles of association, while three proposals related to governance rules were rejected [13]. - The rejected proposals included the "Rules of Shareholders' Meetings," "Rules of Board Meetings," and "Implementation Rules for Online Voting at Shareholders' Meetings," with opposition votes exceeding 71.84% [13]. Group 2: Disagreements and Proposals - Zhenxin Technology's major shareholder, Chengdu Guoteng Electronics Group (国腾电子集团), submitted a temporary proposal to enhance governance by requiring audits for departing executives, which was ultimately not submitted for shareholder approval by the board [8][9]. - The board justified its decision by stating that the proposal fell under internal audit regulations and did not require shareholder meeting approval, as the company had already completed the audit for the former chairman [9]. Group 3: Control and Governance Issues - The major shareholder expressed concerns regarding the company's governance rules, arguing that the current rules may limit the ability of shareholders to propose legitimate items for discussion at meetings [11][12]. - The major shareholder also highlighted potential risks associated with the board's interpretation of governance rules, which could hinder shareholder rights and oversight [12].