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7 of the 8 resolutions of the shareholders' meeting were not passed Mengjie shares received a letter of concern

author:National Business Daily

Per reporter: Wang Fan Per editor: Zhang Haini

On May 29, Mengjie (SZ002397, stock price 3.40 yuan, market value 2.563 billion yuan) received a letter of concern from the Shenzhen Stock Exchange, involving the rejection of the company's 2022 annual shareholders' meeting.

On the evening of May 26, Mengjie disclosed the announcement of the resolution of the 2022 annual general meeting of shareholders, showing that among the 8 proposals, 7 motions including the "2022 Annual Report and its Summary" were not deliberated and passed, and only the "Motion on the Repurchase and Cancellation of Some Restricted Shares of the 2021 Stock Options and Restricted Stock Incentive Plan" was passed. The Shenzhen Stock Exchange requested clarification of the main shareholders who abstained from voting on the relevant resolutions of this shareholders' meeting, and whether the company had an equity dispute.

The failure of the Mengjie share proposal was foreshadowed. At previous board meetings, Chen Jie, a director of the company, abstained from voting on 15 motions and also had reservations about the company's 2022 annual report. Chen Jie was nominated by Changsha Jinsen New Energy Co., Ltd. (hereinafter referred to as Changsha Jinsen), the new major shareholder of Mengjie Shares, which became a listed company in August 2022. When the original actual controller of Mengjie shares was deeply in a debt crisis, Changsha Jinsen could be described as "timely rain". Now, however, it appears that divergences have emerged less than a year after the majority shareholders took over.

Whether there is a dispute over the equity of the company

After a shareholders' meeting on May 26, Mengjie disclosed the resignation of independent director Dai Xiaofeng, just over three months after his election in early February. In the resignation application, Dai Xiaofeng, a professor of finance at Hunan University, claimed that he "failed to fulfill his obligations as an independent director", so is his resignation related to the shareholders' meeting? What really happened at the shareholders' meeting?

According to the announcement of the resolution of the 2022 annual general meeting of Mengjie shares, 7 of the 8 proposals have not been deliberated and passed, including the "2022 Annual Report of the Board of Directors", "2022 Annual Report of the Board of Supervisors", "2022 Annual Report and its Summary", "2022 Annual Financial Final Report", "2022 Annual Profit Distribution Plan", "Motion on Uncovered Losses Reaching One-third of the Total Paid-in Share Capital", and "Motion on Providing Guarantee for Holding Subsidiaries to Apply for Bank Comprehensive Credit". Among them, 6 motions had 149,625,900 abstentions, accounting for 82.95% of the total number of voting shares participating in the meeting.

The announcement did not disclose which shareholder cast the abstention. In a letter of concern issued on May 29, the Shenzhen Stock Exchange requested the company to explain the main shareholders who abstained from voting on the relevant proposals of this shareholders' meeting, and at the same time, on the basis of the company's letter to relevant shareholders, explain the specific reasons why relevant shareholders abstained from voting on the proposals.

The reporter of "Daily Economic News" inquired that Changsha Jinsen, the shareholder holding the largest voting rights of Mengjie shares, has a total of 149,625,900 voting rights corresponding to the shares, which is completely consistent with the above number of abstentions. So, did all the abstentions cast by Changsha Jinsen? The reporter also asked Mengjie shares by phone on this issue, and the company's operator said that the relevant questions had been asked in the Shenzhen Stock Exchange's concern letter, and the company's subsequent reply was subject to the company's subsequent reply.

In fact, Changsha Jinsen's objection to the relevant bill has long been clued. At the second (interim) meeting of the seventh board of directors of Mengjie held on April 27, Chen Jie, a director nominated by Changsha Jinsen, abstained from voting on 15 proposals. In the note issued by Chen Jie, she said that "there is no guarantee that the 2022 annual report is true, accurate, complete, free from false records, misleading statements or material omissions, and we have reservations about the company's 2022 annual report".

The reasons explained by Chen Jie include: after she became a director on February 3, the company's management, board secretary and former chairman set up various obstacles to their desire to understand the company's situation for various reasons, not only did not take the initiative to arrange for him or the company's management to introduce the company's operation and financial situation to the new directors, but also delayed the provision of relevant information of the company after repeated reminders; The convocation and convening of the company's annual board of directors completely violates the relevant regulations, and in the absence of information, incomplete information, and the secretary of the board of directors only provides meeting materials one day in advance, it is unable to perform its duties normally and reasonably, and cannot make prudent judgments on the annual report and other related proposals in such a short period of time; The company's audit work in 2022 did not comply with the audit procedures, etc.

In the letter of concern, the Shenzhen Stock Exchange also asked Mengjie to explain whether there was a dispute over equity and whether the relevant matters would lead to the inability of the company's shareholders' meeting to form a valid resolution; In response to the objection raised by Chen Jie, a director of the company, the Shenzhen Stock Exchange also required Mengjie to explain whether there were objections such as the annual board meeting procedure not complying with the regulations, and failing to notify her to participate in the professional committee as required, and on this basis, verify and explain whether the company's "three meetings" mechanism can operate normally and whether it affects the company's normal production and operation.

Disagreements arose after the new shareholders took ownership

Changsha Jinsen took over Mengjie shares for less than a year, and the 385 million yuan paid by its transferred equity at that time solved the "urgent need" for the original actual controller of Mengjie shares.

According to Mengjie shares, in December 2017, in order to ensure the success of Mengjie's non-public offering of shares in 2017, the company's shareholders Jiang Tianwu, Li Jianwei, Li Jing, Li Jun and Zhang Aichun signed the "Gap Top-up Agreement" with many parties. In 2021, due to the triggering of the obligation to make up the difference stipulated in the fixed increase bottom agreement, the aforementioned shareholders formed a fixed increase bottom debt of 360 million yuan. Due to the restriction on the reduction quota in 2021, the shareholders of the company Jiang Tianwu, Li Jianwei, Li Jing, Li Jun and Zhang Aichun are still unable to pay off the debts through other financing methods such as stock reduction and pledge, and the above-mentioned shareholders of the company have non-operational appropriation of the company's funds. Therefore, in the 2021 annual report, the accounting firm issued a non-standard opinion.

Mengjie shares said that in order to raise debt repayment funds, in the case of seeking other ways of financing without success, in June 2022, Jiang Tianwu, the company's former actual controller, and others met with key personnel of Changsha Jinsen to express the debt pressure faced by the company's shareholders and their willingness to sell control in order to obtain financing, and finally reached a deal.

In June 2022, Jiang Tianwu, Li Jianwei, Li Jing, Zhang Aichun and Li Jun signed the Share Transfer Agreement and the Voting Rights Entrustment and Waiver Agreement with Changsha Jinsen, through equity transfer, voting right entrustment and partial relinquishment, Changsha Jinsen has the voting rights corresponding to 149,625,900 shares of the company's shares, accounting for 19.79% of the company's total share capital, becoming the largest shareholder of Mengjie shares with voting rights. In August of that year, the registration procedures for the change of equity were completed, and the largest shareholder with voting rights of Mengjie was officially changed from Jiang Tianwu to Changsha Jinsen, and Li Guofu, the controlling shareholder of Changsha Jinsen, became the new actual controller of the company.

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