印章“丢没丢”尚未搞清楚,聚力文化又陷入了董事权益被“绑架”的“罗生门”。1月2日晚,聚力文化回复深交所问询,就印章失控的具体情况进行了回复。但是,在回复中,两名董事表示了不同意见,其中一名去年12月初刚就职的董事还提出了辞职,声称自己的董事权益被“绑架”。

Seal \"lost not lost\" has not been clear, cohesion culture into the director's rights were \"abducted \"\"Luo Shengmen. On the evening of January 2, Juli Culture replied to the Shenzhen Stock Exchange's inquiry and responded to the details of the runaway seal. However, in response, the two directors disagreed, including one who had just taken office in early december and resigned, claiming that his rights were \"kidnapped \".

  聚力文化首先回复了印章丢失的具体情况。回复函显示,聚力文化包括上市公司和子公司在内,共有30个经营主体的印章失控,可能会影响公司2019年年度财报的编制。此外,对于这些印章失控的经营主体是否还具有实控权,聚力文化称“从股权结构上看享有控制权”。

Juli culture first replied to the specific situation of seal loss. The reply letter showed that Juli culture, including listed companies and subsidiaries, had a total of 30 operators'seals out of control, which could affect the preparation of the company's annual earnings report for 2019. In addition, for these seals out of control of the main business whether there is real control, Juli culture called \"from the ownership structure to enjoy control.\"

  但是,对于印章“失控”的说法,聚力文化的两名董事表示反对。根据公告,聚力文化董事张楚、林明军表示,两人收到法人余海峰的邮件,邮件称“上市公司公章现由余海峰保管,未曾丢失,余海峰之前已致函上市公司现任董事长陈智剑及董事姜飞雄、新一届董办,详细说明了公章在余海峰处保管的具体原因及移交程序,上述人员一直未按照正常交接程序办理”。

However, two directors of Juli culture objected to the claim that the seal was \"out of control \". According to the announcement, Juli Culture Director Zhang Chu, Lin Mingjun said the two received an email from legal person Yu Haifeng, stating that \"the official seal of the listed company is now in the custody of Yu Haifeng, has not been lost, Yu Haifeng has written to the current chairman of the listed company Chen Zhijian and director Jiang Feixiong, a new Dong Office, detailed reasons for the custody of the official seal at Yu Haifeng and the transfer procedures, the above personnel have not been handled in accordance with the normal handover procedures.\"

  此外,对于去年12月24日聚力文化发布的印章失控的公告,两人均表示,事前未咨询其意见,就以“本公司及董事会全体成员保证信息披露内容的真实、准确、完整,没有虚假记载、误导性陈诉或重大遗漏”的口径对外发布,违反了信披真实性原则。两人还郑重声明“本人不能保证其信息披露真实性”。

In addition, regarding the announcement of the runaway seal issued by Juli Culture on December 24 last year, both men said that they had violated the principle of authenticity of the letter by issuing it on the basis of \"the company and all the members of the board of directors guaranteeing the authenticity, accuracy and integrity of the information disclosure without false records, misleading complaints or material omissions\" without consulting them beforehand. They also solemnly declare that \"I cannot guarantee the authenticity of their information disclosure \".

  同时,董事林明军还发布声明申请离职。原因有三:首先,2019年12月6日股东大会选举本届董事会涉嫌违规;其次,2019年12月9日新董事会选举董事长等程序违规,选举董事长议题未按照公司章程提前5天通知,并在开会前10多分钟才仓促给其发送候选人征集邮件,侵犯了董事权益;另外,2019年12月24日关于公司印章等失控的公告存在虚假承诺,没有咨询其意见,其董事权益已经彻底被“绑架”。林明军还在最后强调,“本人非个人原因辞职”。

At the same time, director Lin Mingjun also issued a statement to apply for separation. There are three reasons: first, the election of the current board of directors by the general meeting of shareholders on December 6,2019 is suspected of violating the rules; second, the procedure of electing the chairman of the new board of directors on December 9,2019 is illegal, the issue of electing the chairman of the board has not been notified five days in advance according to the company's articles of association, and it hastily sent him an email to collect candidates more than 10 minutes before the meeting, violating the rights and interests of the directors; in addition, the announcement of December 24,2019, on the company seal and other out of control, there is false promise, without consulting its opinion, its director's rights have been completely \"kidnapped \". Lin Mingjun also finally stressed that \"I have not resigned for personal reasons \".

  公告显示,去年12月6日,林明军在聚力文化2019年第二次临时股东大会上被选为董事,迄今尚不足一个月。林明军的职业经历十分丰富,曾担任和讯网证券频道主编、TOM在线网站部高级经理、腾讯网内容总监、汽车点评网CEO;2015年至今,担任海淘车公司CEO。

On December 6 last year, Lin Mingjun was selected as a director at Juli Culture's second interim general meeting in 2019, less than a month so far, according to the announcement. Lin's career experience is very rich, has served as editor-in-chief of Hexin Securities Channel, senior manager of Tom online website, content director of QQ.com, CEO of Automotive Review Network; since 2015, as CEO of Amoy.

  对于两名董事的“开炮”,聚力文化现任董事长陈智剑则表示,余海峰已不具备担任和履行法定代表人职责的主体资格。按照公司的规定,余海峰不具备保管公司印章、证照资料的资格,其拒不移交等行为违反了公司《印章管理制度》的相关规定。董事张楚、林明军对本次《关注函》回复缺乏事实依据,公司于2019年10月24日披露的公告中的相关内容是真实的。

Chen Zhijian, the current chairman of Juli Culture, said Yu Haifeng no longer has the main qualifications to act and perform the duties of legal representative. According to the company's regulations, Yu Haifeng does not have the qualification to keep the company's seal, license materials, its refusal to hand over and other acts in violation of the company's \"seal management system\" related provisions. Director Zhang Chu and Lin Mingjun lack the factual basis for the reply to this letter of concern, and the relevant contents in the announcement disclosed by the company on October 24,2019 are true.

  对于林明军在辞职声明中提出的质疑,陈智剑表示,2019年12月6日第二次临时股东大会合法、有效,本次股东大会的各董事选举结果有效。另外,2019年12月9日新董事会选举董事长前,董事长、董秘、财务总监等重要职位均已空缺,属于紧急情况,需尽快召开董事会,会议的召集、召开符合相关法律法规的规定,审议结果也合法、有效。

In response to Mr. Lin's challenge in his resignation statement, Mr. Chen said the second interim general meeting on December 6,2019 was legal and valid, and the results of the directors'election for this general meeting were valid. In addition, before the new board of directors elects the chairman on December 9,2019, the important positions of chairman, Dong Secretary, financial director and so on have been vacant, which is an emergency situation, it is necessary to convene the board of directors as soon as possible, the convening of the meeting is in accordance with the relevant laws and regulations, and the result of deliberation is also legal and effective.

  对于林明军提出的董事权益被“绑架”的相关情况,陈智剑称,在公司尚未通过法定信息披露媒体公开披露林明军辞职事项的情况下,林明军已通过第三方媒体将其辞职事项和理由进行违规公开披露,违反了相关法规定,公司将保留追究其违规责任的权利。(记者韩远飞)

As for the \"kidnapping\" of directors'rights and interests proposed by Mr. Lin, Mr. Chen said the company would retain the right to hold him liable for breach of the law by illegally disclosing the company's resignation through the statutory disclosure media through third-party media. (Reporter Han Yuanfei)


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