The 1.33 billion yuan that disappeared has not been recovered so far, and Weichuang shares actually said that "I don't know who Liu Jun is who transferred the money"
Due to the urging letter issued by the three independent directors, Weichuang shares (002308. SZ) 1.33 billion yuan of funds were bizarrely swept away, once again aroused public attention.
Four months ago, Weichuang Co., Ltd. issued a self-inspection announcement that the company's 1.33 billion yuan of funds were taken away by Liu Jun, the actual controller of Xiling Energy. To date, the company has not recovered the money, and as a result, three INEDs have recently issued a letter of supervision.
In the investigation, the "China Times" reporter found that Liu Jun, who was announced as the actual controller of Xiling Energy, was not in the list of shareholders of Xiling Energy. According to the industrial and commercial registration, Xiling Energy has only two shareholders, one is named Liu Chen and the other is called Xu Nengxiang. Why is an invisible person in the list of shareholders defined as the actual controller?
What's even more surprising is that when the reporter interviewed Weichuang shares, he was told that the company did not know who Liu Jun was who transferred the money. "The self-inspection announcement is the information submitted to us by the CSRC, and we disclose it according to what the CSRC submitted to us, as well as what the INEDs have found. Liu Jun is the actual controller, which is not defined by us, but investigated by the Securities Regulatory Bureau. A lady from the securities affairs department of Weichuang told the China Times.
"It stands to reason that companies can't be unaware. The establishment of a condominium account requires the operation of the listed company, and the transfer of funds from the company to the condominium account also requires the operation of the listed company. Wang Zhibin, a lawyer at Shanghai Minglun Law Firm, told this reporter.
3. Independent directors issue letters of supervision to listed companies
On the evening of March 26, Weichuang Co., Ltd. announced that the company received three independent directors, Zhang Wendong, Geng Zhijian, and Gao Zhiping, issued a "Letter of Supervision on Promoting the Rectification of Violations of Weichuang Group Co., Ltd. and Doing a Good Job in the 2023 Annual Report and Other Related Matters" to the company.
The supervision letter reminds that if the funds illegally occupied by Liu Jun, the actual controller of Jiangxi Xiling Energy Co., Ltd., cannot be returned, the company's 2023 audit report may be issued by the annual audit accountant who cannot express an opinion and the internal control audit has a negative opinion, and if the 2023 annual report is not disclosed within the statutory period, the company may face the risk of delisting. The three INEDs also stated that the company is required to send all the materials that need to be reviewed by the independent directors to each independent director within the specified time in strict accordance with the Company Law and the articles of association of the company, so as to ensure that the independent directors have sufficient time to complete the annual report review and verification procedures and ensure the smooth convening of the company's board meeting.
The transfer of the company's 1.33 billion yuan was exposed in December last year. On December 22, 2023, Weichuang Co., Ltd. issued a self-inspection announcement stating that on September 20, 2023, Sunshine Group, the controlling shareholder of Taizhou Monsas, signed the "Equity Transfer Cooperation Framework Agreement" with Jiangxi Xiling Energy Co., Ltd., according to the agreement arrangement, Xiling Energy will obtain the control of Taizhou Zhongshu Wolters Kluwer Equity Investment Partnership (Limited Partnership) (Zhongshu Wolters Kluwer) through investment relations in the next 12 months. Zhongshu Wolters Kluwer is the controlling shareholder of Weichuang shares. Unexpectedly, Liu Jun, the actual controller of Xiling Energy, transferred 1.33 billion yuan of the company's funds to the bank account controlled by him through a condominium bank account from September 28 to October 27, 2023, and returned the full amount to the company on October 31, but since November 1, he has transferred out of the company in batches, and the funds have not been returned to the company so far.
Four months have passed since the announcement of the self-inspection, but the transferred funds have still not been returned. "The chairman of the company and the company's management are reminded to pay attention to the above risks, and continue to urge Liu Jun, the actual controller of Xiling Energy, to return all the funds occupied by the company as soon as possible in accordance with laws and regulations, and to recover other occupied funds in a timely manner. The three INEDs said in the supervision letter.
It should be pointed out that the three INEDs, the company's financial controller and board secretary have submitted their resignations after the announcement of the self-inspection last year. However, since the resignation of the three INEDs will result in the number of independent directors of the Company being less than one-third of the members of the Board of Directors, according to the relevant laws and regulations, their resignations shall take effect on the date of election of the new independent directors at the general meeting of shareholders of the Company.
The listed company said it didn't know who Liu Jun was
Before Xiling Energy got the control of the listed company, Xiling Energy was able to take away the funds of the listed company, which is very bizarre, but what is even more bizarre is that the "China Times" reporter found in the investigation that Liu Jun, who was announced as the actual controller of Xiling Energy, was not in the list of shareholders of Xiling Energy, and the listed company said that it did not know who Liu Jun was.
Tianyancha shows that Jiangxi Xiling Energy Co., Ltd., which was established on November 25, 2021, has only two natural person shareholders: one is named Liu Chen, holding 20% of the shares, and the other is Xu Nengxiang, holding 80% of the shares. Judging from the industrial and commercial registration, Xu Nengxiang should be the actual controller of Xiling Energy, but the self-inspection announcement of the listed company said that the actual controller of Xiling Energy is Liu Jun. Why is an invisible person in the list of shareholders defined as the actual controller?
"The self-inspection announcement is the information submitted to us by the CSRC, and we disclose it according to the information submitted by the CSRC, as well as the information found by the INEDs. What the company has is what they provide to us. Liu Jun is the actual controller, which is not defined by us, but investigated by the Securities Regulatory Bureau. We are based on the information provided to us by the SFC, and we will disclose what he asks us to do. A lady from the securities affairs department of Weichuang told the "China Times" reporter on the phone.
In Wang Zhibin's view, it is difficult to understand the statement that listed companies do not know. Liu Jun and the listed company set up a condominium account, obviously requires the cooperation of the listed company; the transfer of funds from the company to the condominium account also needs to be operated by the listed company; the transfer of funds from the condominium account cannot be operated by a single party, and the consent of the listed company is certainly required unless there is a problem with the bank. "There is definitely something wrong with the disclosure of listed companies. Wang Zhibin said.
Since the equity transfer between Xiling Energy and Sunshine Group has not been completed, the current helmsman of Weichuang is still Sunshine Group. It should be noted that the listed companies of the Sunshine system are generally in trouble. In October last year, Lu Keping, the actual controller of the Sunshine Department, was investigated by the China Securities Regulatory Commission, and Lu Keping and his son Lu Yu successively controlled Jiangsu Sunshine, Sihuan Biotechnology, Weichuang Co., Ltd., and Hairun Photovoltaic The four listed companies all have problems. In addition to the huge amount of money that was bizarrely swept away, Hairun Solar has already been delisted, and Jiangsu Sunshine's 2022 annual report was pointed out by accountants that "there are large overdue accounts receivable and relevant internal control defects". Sihuan Biology announced on March 25 that the company recently publicized information inquiries through the China Execution Information Disclosure Network, and Guo Yu, chairman and general manager of Sihuan Biology and a legal person of Jiangsu Chenwei Ecological Park, a wholly-owned subsidiary of the company, was listed as a restricted consumer person, and the subsidiary was also included in the list of dishonest judgment defaulters.
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