截图源自南方锰业公告① The dispute over control of the 10 billion manganese ore giant made further progress. Four resolutions submitted by the majority shareholders of Southern Manganese were passed at the special shareholders' meeting; ② Li Weijian was removed from key positions such as director, chairman, and CEO; ③ Zhang Yi was appointed as the chairman of the board of directors, and Pan Shenghai was reassigned as the executive director and appointed as the company's CEO.
Financial Services Association, September 10 (Reporter Lu Tingting) Southern Manganese (01091.HK) held a special shareholders' meeting yesterday to vote on 4 ordinary resolutions petitioned by Youfu Investment, the largest shareholder. The company also issued an announcement on the evening of September 9 to announce the voting results of the special shareholders' meeting, the removal and appointment of directors, the appointment of the chairman of the board of directors, the transfer of directors, the appointment of the chief executive, and the appointment of authorized representatives.
According to the announcement, all four resolutions were passed with more than 99% approval. That is, Li Weijian was removed from positions such as director, chairman, and chief executive officer, Li Junji ceased to serve as the company's executive director and vice president, and Zhang Yi and Liu Yang successfully joined the board as executive directors and took effect immediately. In addition, Zhang Yi has been appointed as the chairman of the board of directors, authorized representative of the company, etc. Pan Shenghai will be transferred from a non-executive director to an executive director from September 10, 2024, and will be appointed as the company's CEO after the Hong Kong Immigration Department issues a work permit visa to him.
Screenshot from Southern Manganese Industry Announcement
The prelude to this storm dates back a month. At the beginning of August this year, Nanfang Manganese's wholly-owned subsidiary and Nanmang Group, its main operating entity, issued a notice publicly accusing Southern Manganese executive directors Zhang He and Xu Xiang of suspected related transactions and transfer of benefits, and passed a number of resolutions at the conference held, including suspending the positions of two senior executives Zhang He and Xu Xiang in Nan Meng Group. Zhang He and Xu Xiang are representatives of board members of listed companies appointed by Youfu Investment.
According to information, Nanfang Manganese, formerly known as CITIC Dameng, was spun off and listed from the central enterprise CITIC Resources (01205.HK) in 2010. At the time, the company's largest shareholders and two shareholders were CITIC Resources and Guangxi Dameng, respectively. At the end of 2020, CITIC Dameng completed mixed ownership reform. CITIC Resources withdrew, and the largest shareholder of Southern Manganese was changed to the private enterprise Youfu Investment (holding 29% shares), and the second largest shareholder is still Guangxi Dameng (holding 22.64% of shares). In February 2021, CITIC Daman changed its name to Southern Manganese.
The storm in the battle between the majority shareholder Youfu Investment and the management of Nan Meng Group focused on the control of Nan Meng Group. CFA reporter Zeng published an article “Does the majority shareholder manipulate large manganese ore transactions to harm the company's interests? “The dispute over control of the Southern Manganese Group is in smoke again” was reported.
According to the above announcement, the board of directors resolved to dismiss Li Weijian and Li Junji from all positions in the company's subsidiaries after completion of relevant internal procedures.
Li Weijian joined CITIC Dameng as early as 2010. He is a “veteran” of the Southern Manganese industry. Li Junji is Li Weijian's son. Both previously worked for listed companies and Southern Manganese Group (one of the main subsidiaries of Southern Manganese Industry). According to the official website of Nanmeng Group, Li Weijian holds key positions such as chairman and general manager, and Li Junji holds the position of deputy general manager of Nanmeng Group.
A Financial Services Association reporter also noticed that due to Pan Shenghai's transfer, the number of executive directors of Southern Manganese Industry has increased from the previous 4 to 5. Currently, the company's executive directors are Zhang Yi, Zhang He, Xu Xiang, Liu Yang, and Pan Shenghai. There is only 1 non-executive director left with Cui Ling.
According to Tianyancha's shareholding structure, Guangxi Dameng, the second shareholder, is a company wholly owned by the Guangxi State-owned Assets Administration Commission, and Pan Shenghai has a background in Guangxi Dameng.
According to public information, Pan Shenghai was the manager of the investment development department from December 2009 to June 2015 at Guangxi Transportation Industrial Co., Ltd. (which is a wholly-owned subsidiary of Guangxi Transportation Investment Group Co., Ltd. (“Guangxi Trading”), and the indirect holding company of Guangxi Dameng, the indirect major shareholder of Guangxi Trading Co., Ltd. He worked for Guangxi Trading Trading Co., Ltd. (a wholly-owned subsidiary of Guangxi Trading) from July 2015 to October 2020, and his last position was Risk Control Manager. He joined Guangxi Dameng as the head of the management department in November 2020, and is now the deputy general manager of Guangxi Dameng.
Zhang Yi was the securities representative of Shenshui Haina Water Group Co., Ltd. From July 2019 to August this year, he was the Deputy Manager and Securities Representative of the Capital Operation and Securities Department of Hunan Chendian International Development Co., Ltd. Liu Yang was the head of the risk management department of the Bank of Jinzhou and the head of the internal control compliance department of the Bank of Jinzhou from October 2019 to August 2024.
It is worth noting that just after the disclosure of the above announcement by Southern Manganese Group, the “Southern Manganese Industry” official Weiwei published the article “Southern Manganese Investment Shareholders: Mysterious Investors Youfu Investors Sun Mingwen and Fengxiang Invests in Ma Xuedong”, which meant that the company's “infighting” continued to escalate.
The article revealed clues: Sun Mingwen and Ma Xuedong are not actual controllers of the mysterious offshore investment companies Youfu Investment and Fengxiang Investment. Their ostensible representatives of Youfu Investment and Fengxiang Investment are just shell companies controlled by Ningxia Tianyuan Manganese Industry, and Sun Mingwen and Ma Xuedong are nothing more than “wire lifting puppets” controlled by Ningxia Yuanyuan Manganese.
According to the article, according to the investigation, Sun Mingwen works for Shenzhen Jinhaoli Trading Co., Ltd., which is closely related to Ningxia Tianyuan Manganese Industry. Although Ma Xuedong does not receive his salary at Shenzhen Jinhaoli Trading Co., Ltd., Ren Hongyu, his contact with Youfu Investment on the Hong Kong Stock Exchange, is also a key employee of Shenzhen Jinmingli Enterprise Management Co., Ltd. Shenzhen Jinhaoli Trading Co., Ltd. has frequent and large capital transactions with Ningxia Tianyuan Manganese Industry and its subsidiaries or affiliates.
According to financial data, Southern Manganese achieved revenue of HK$17.134 billion in 2023. People close to the Southern Manganese Group revealed to the Financial Federation reporter earlier that Nanfang Manganese Group is the main source of revenue for the Southern Manganese Industry. Where will this 10 billion manganese giant go in the future? CIFA reporters will keep an eye on it.
