① In 2022, Mengjie Co., Ltd. changed hands, and Jinsen New Energy became the company's new actual controller; ② According to the investigation by the Securities Regulatory Commission, the actual controller of Jinsen New Energy was Liu Bi'an, who had not previously surfaced; ③ the controlling shareholder and actual controller of Mengjie Co., Ltd. were fined a total of 5 million yuan due to false information disclosure.
Financial Services Association, March 12 (Reporter Huang Lu) Jinsen New Energy, the largest voting shareholder of Mengjie Co., Ltd. (002397.SZ), and Li Guofu, Liu Bi'an, and Liu Yanming, who signed an escrow agreement for part of Jinsen New Energy's shares, were fined a total of 5 million yuan due to illegal disclosure of information. This evening, Mengjie Co., Ltd. announced that it has received the above administrative penalty decision from the Hunan Securities Regulatory Bureau. The sequelae that have plagued the company for a long time may come to an end.
The beginning and end of the incident still had to go back to the actual controller change of Mengjie Co., Ltd. more than a year ago. On June 29, 2022, Mengjie Co., Ltd. disclosed an indicative announcement of proposed changes in control and changes in equity. Jiang Tianwu, the company's actual controller and largest shareholder, and others, planned to sell 10.17% of the shares to Jinsen New Energy for 385 million yuan. Meanwhile, Jiang Tianwu and others relinquished part of their voting rights, and Li Guofu, the controlling shareholder of Jinsen New Energy, will become the new actual controller of Mengjie Co., Ltd.
According to public information, Jinsen New Energy was established in March 2022 and was only established for 5 months until it officially took control of Mengjie Co., Ltd. After investigation by the Securities Regulatory Commission, the actual controller of Jinsen New Energy was neither Li Guofu, the apparent majority shareholder, nor Liu Yanming, its legal representative, but Liu Bi'an, who had never surfaced before.
According to the announcement, after investigation, Li Guofu signed a “Proxy Shareholding Agreement” with Liu Bi'an on June 21, 2022. The agreement stated that Liu Bi'an commissioned Li Guofu to hold shares in Jinsen New Energy on his behalf, with a shareholding ratio of 42.62%.
On March 10, 2022, Liu Yanming and Liu Bi'an signed the “Shareholding Agreement” and “Legal Representative Shareholding Agreement”. The former states that Liu Bi'an appointed Liu Yanming as the proxy holder and holds 32.78689% of Jinsen New Energy's shares; the latter states that Liu Bi'an is the actual legal representative of Jinsen New Energy, and Liu Bi'an appointed Liu Yanming as the nominal legal representative.
According to the announcement, Liu Bi'an admitted in the inquiry transcript that he set up Jinsen New Energy, raised funds to acquire the company, and commissioned Li Guofu and Liu Yanming to hold shares on his behalf. He himself is the actual controller of Jinsen New Energy.
However, Liu Bi'an also stated in the “Administrative Punishment Advance Notice Receipt” that “the actual controller of Changsha Jinsen is China War Huaxin Company, not Liu Bi'an.” The Hunan Securities Regulatory Bureau did not accept this opinion after review.
The Hunan Securities Regulatory Bureau believes that Liu Bi'an raised funds, set up Jinsen New Energy to acquire the company, and arranged for Li Guofu and Liu Yanming as shareholders in the name of Jinsen New Energy, and that the company follows Liu Bi'an's instructions and arrangements for carrying out business activities abroad. Liu Bianeng actually controls the actions of Jinsen New Energy Company and is the actual controller of Jinsen New Energy.
According to relevant regulations, the Hunan Securities Regulatory Bureau decided to order corrections, give a warning, and fine of 1.5 million yuan; decided to give Li Guofu a warning and fine of 1 million yuan; decided to give a warning to Liu Bi'an and impose a fine of 1.5 million yuan; decided to give a warning to Liu Yanming and impose a fine of 1 million yuan.
It is worth noting that as the legal representative in the name of Jinsen New Energy, Liu Yanming mentioned in his defense materials that he himself is now unable to bear the fine. As for the fines against Jinsen Renewables and Liu Yanming, they applied for payment of the fines after Liu Bi'an lifted the share freeze.
In August of last year, Mengjie Co., Ltd. announced that under the application of the Kaifu Branch of the Changsha Municipal Public Security Bureau, the shares held by the actual controller of Mengjie Co., Ltd. and other shareholders with the largest voting rights were judicially frozen. On the afternoon of the 5th of the same month, the Kaifu Branch of the Changsha Municipal Public Security Bureau issued a police notice stating that on August 3, the bureau opened an investigation into the illegal fund-raising activities of CCP Huaxin Group Co., Ltd. in accordance with the law. After investigation, the subsidiary of China War Huaxin Group Co., Ltd. in Xiang violated national financial management laws and regulations and illegally absorbed funds from the public, amounting to a huge amount. Currently, suspects involved in the case, such as Liu Mouan, the legal representative of the China War Huaxin Group, and Pu Mou, an executive, have been subject to criminal coercive measures. According to Tianyan investigation, Liu Bi'an was the legal representative of Huaxin in the Chinese War.
Mengjie Co., Ltd. said in tonight's announcement that according to the circumstances determined in the “Administrative Penalty Decision”, the company has not touched on a situation where major violations of the law were forced to be delisted. As of the announcement disclosure date, the company's production and operation were normal.