Source: Shanghai Securities News
The seal "lost or not lost" has not yet been clarified, and the culture of cohesion has fallen into the "Rashomon" where the rights and interests of directors have been "kidnapped". On the evening of January 2, Juli Culture replied to the inquiry of the Shenzhen Stock Exchange and replied to the specific situation of the seal out of control. However, in the reply, two directors expressed different opinions, one of whom also offered to resign in early December last year, claiming that his director's rights had been "kidnapped".
Cohesion Culture first replied to the specific circumstances of the loss of the seal. The reply letter shows that the seals of a total of 30 business entities, including listed companies and subsidiaries, are out of control, which may affect the preparation of the company's 2019 annual financial report. In addition, as to whether the business entities that are out of control of these seals still have actual control, Juli Culture said that it "enjoys control from the perspective of the equity structure".
However, two directors of Juli Culture objected to the claim that the seal was "out of control". According to the announcement, Zhang Chu and Lin Mingjun, directors of Juli Culture, said that the two received an email from Yu Haifeng, a legal person, saying that "the official seal of the listed company is now in the custody of Yu Haifeng and has not been lost, and Yu Haifeng has previously sent a letter to Chen Zhijian, the current chairman of the listed company, Jiang Feixiong, a director, and the new director of the board of directors, detailing the specific reasons for the custody of the official seal at Yu Haifeng and the transfer procedures, and the above-mentioned personnel have not been handled in accordance with the normal handover procedures."
In addition, regarding the announcement that the seal of Juli Culture was out of control on December 24 last year, both said that they had not consulted their opinions in advance and published it in the caliber of "the company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or material omissions", which violates the principle of authenticity of the letter. The two also solemnly stated that "I cannot guarantee the authenticity of their information disclosure."
At the same time, director Lin Mingjun also issued a statement to apply for resignation. There are three reasons: first, the election of the current board of directors by the shareholders' general meeting on December 6, 2019 was suspected of violating the rules; second, the procedural violations of the election of the chairman of the board of directors of the new board of directors on December 9, 2019, the election of the chairman of the board was not notified 5 days in advance in accordance with the articles of association of the company, and the candidate solicitation email was rushed to him more than 10 minutes before the meeting, which violated the rights and interests of the directors; in addition, the announcement on December 24, 2019 about the loss of control of the company seal and other out-of-control announcements had false promises and did not consult its opinions. Its directors' rights and interests have been completely "kidnapped". Lin Mingjun also stressed at the end that "I resigned for non-personal reasons."
According to the announcement, on December 6 last year, Lin Mingjun was elected as a director at the second extraordinary shareholders' meeting of Juli Culture in 2019, less than a month ago. Lin Mingjun has a wealth of professional experience, having served as the editor-in-chief of Hexun Securities Channel, the senior manager of TOM's online website department, the content director of Tencent.com, the CEO of Auto Review Network, and since 2015, he has served as the CEO of HaitaoChe Company.