Synopsis: Recently, Legg Mason Culture & Creative (002699) issued the "Announcement on The Reply to the Inquiry Letter for the Third Quarter report of 2021", which includes the response of the independent directors: At 5 p.m. on December 9, 2021, the company first informed the three independent directors that the Second Department of Listed Company Management of the Shenzhen Stock Exchange sent an inquiry letter on October 27 of this year. After learning about it, our three independent directors checked and verified overnight. Based on the information currently available, we believe that these six investments are deliberately violated by the company in order to achieve the purpose of capital occupation or profit transmission of the actual controller.
1. Legg Mason Culture & Creative Co., Ltd. Announcement on the Reply to the Inquiry Letter for the Third Quarter 2021 Report
In accordance with the request of the Shenzhen Stock Exchange on the Inquiry Letter on the Third Quarterly Report of Legg Mason Culture and Creativity Co., Ltd. in 2021 (Inquiry Letter [2021] No. 3 of the Third Quarterly Report of the Company Department) (hereinafter referred to as the "Inquiry Letter"), Legg Mason Culture and Creativity Co., Ltd. (hereinafter referred to as "Legg Mason Culture", "the Company" or "the Company") has carefully analyzed the relevant issues and hereby responds to the questions mentioned in the Inquiry Letter as follows:
According to Tianyan, Suzhou Xiucheng New Energy Technology Co., Ltd., Suzhou Ruhoutong Network Technology Co., Ltd., Hangzhou Xiaozhu Interactive Technology Co., Ltd., Beijing Huayi Jishi Investment Fund (Limited Partnership), Hangzhou Cheyun Network Technology Co., Ltd., and Suzhou Fengjing Trading Co., Ltd. all changed their investors on April 30, 2021, and your company became the shareholders of the above six targets on April 30.
Please explain the reasons and rationality of your company's investment in six companies within the same day, the payment of relevant investment funds, whether the multiple payment of investment funds has a significant adverse impact on your company's production and operation, and re-verify the safety and compliance of the use and destination of the investment funds, and whether they constitute capital occupation or profit transmission.
The independent directors are invited to verify the above matters and issue special opinions on whether the commercial logic and rationality of the above six investments constitute capital occupation or profit transmission.
Independent Director's Reply:
1. At 5:00 p.m. on December 9, 2021, the Company informed the three independent directors for the first time that the Second Department of Listed Company Management of the Shenzhen Stock Exchange sent an inquiry letter on October 27 of this year. After learning about it, our three independent directors checked and verified overnight. Based on the information currently available, we believe that these six investments are deliberately illegal operations of the company in order to achieve the purpose of capital occupation or profit transmission of the actual controller.
2. Regardless of the interim report of 2021 or the third quarter of 2021, our independent directors are very concerned about the illegal issues such as the appropriation of funds and the transmission of benefits by major shareholders. At the Board of Directors, our independent directors repeatedly asked the company whether there were any irregularities in response to the sharp increase in the balance of current payments and investment in other equity instruments, which was denied by the executive directors and senior executives. During the review of the third quarter report, Lei Xintu, an independent director and director of the Audit Committee, focused on the above issues and asked the internal executive director and the financial person in charge, and also received a denial response. At the board of directors, the independent director reminded and warned the company's internal executive directors and financial leaders that their behavior must be compliant and legal.
Second, the independent director finally hardened his breath
Unlike before, in this incident of capital occupation by the controlling shareholder, the independent directors' reply "lit up" and finally hardened again. The three independent directors are:
1. Gao Chuang, professor and doctoral supervisor of Capital University of Economics and Business, enjoys special allowances of the State Council.
2. Li Maosheng, economist, doctoral supervisor of Chinese Academy of Sciences.
3. Lei Xintu, professor of Zhejiang University of Technology, director of the Institute of Accounting, doctoral supervisor.
In the special opinion, Legg Mason Culture's independent director also said, "Regardless of the interim report of 2021 or the third quarter report of 2021, the independent director is very concerned about the illegal issues such as the appropriation of funds by major shareholders and the transmission of benefits." The independent directors of the board of directors repeatedly asked the company whether there were any irregularities in response to the sharp increase in the balance of current payments and investment in other equity instruments, which was denied by the executive directors and senior executives. ”
This was extremely rare before! Independent directors are jokingly called "not independent and do not understand things", because many independent directors have close relations with the company's senior management, so they are quite cooperative, rarely express different opinions, and some independent directors choose not to speak out because they are afraid that they will be "kicked away" for fear of raising objections.
But why is it that this time, the three independent directors of MeiSheng Culture are suddenly both independent and "tough"? It can be said that this is affected by the Kangmei case. In the Kangmei Pharmaceutical incident, 5 independent directors were sentenced to bear joint and several liability for compensation ranging from 5% to 10%, which in turn caused the independent directors who were once regarded as "vases" to fulfill their responsibilities and how the independent director system needed to be reformed.
The chain reaction triggered by this judgment continues, forcing independent directors to make independent professional judgments rather than becoming the voice of major shareholders and actual controllers. Some voices believe that the "domineering response" of the independent directors also means to a certain extent that the independent directors who were once regarded as vases are effectively playing a functional role.
Perhaps after that, there will be more such voices, and the "rebellion" of independent directors may have just begun.
Third, Meisheng culture "full of demons"
After the thunderstorm, Legg Mason Culture, one of the leading stocks in the "meta-universe", actually walked out of the six boards in 7 trading days. The cumulative increase is 80.6%, and the cumulative turnover rate is 125.74%. The stock price has doubled from a low of 3.65 yuan at the end of October, with a market value of more than 7 billion yuan.
On December 16, Legg Mason Culture opened nearly 7% lower, but in the morning it still sealed the up and down board, and after the last 10 minutes of the late frying board diving, it rebounded rapidly, and closed at the limit price at 7.82 yuan.
With an amplitude of 17% a day, Legg Mason culture is "full of demons".
In fact, the actual controller of Legg Mason Culture has occupied funds for the first time. According to the company's announcement, in the 1 to 9 months of this year, Legg Mason Holdings has accumulated a total of 770 million yuan of Legg Mason's cultural funds. In addition, the actual controller of Legg Mason Culture has more serious financial problems. Between April 19, 2019 and August 9, 2021, Legg Mason Group and its co-actors had several judicial freezes of shares. As of August 9, 2021, 58.68% of the shares of the Company held by Legg Mason Group and its co-actors were judicially frozen, representing a total of 99.91% of the shares held.
In addition, from June 22 to August 11, 2021, some of the shares of the company held by Legg Mason Group and its co-actors were publicly auctioned by the Intermediate People's Court of Shenzhen Municipality, Guangdong Province, on the Taobao judicial auction platform and the JD.com judicial auction platform.
In fact, as early as 2019, the Zhejiang Securities Regulatory Bureau had verified the problem of Legg Mason's controlling shareholders occupying the funds of listed companies.
The key is that the explosion can also be six consecutive boards! It is really difficult for shareholders who uphold value investing to understand this phenomenon!
Expound profound financial logic in concise language, such as articles that get your approval to show encouragement. Long-term persistence is not easy, many times want to give up, persistence is a kind of faith, focus is an attitude, all the way to accompany, together with the heavens and the earth, thank you.