End of 2023 13300 million yuan "big move" has not yet come to fruition, in the face of the pressure of directors, supervisors and senior executives have left, Weichuang shares (002308SZ) put a by-election on the agenda. On the evening of January 31, Weichuang Co., Ltd. held the seventh meeting of the sixth board of directors, and from the voting results, 2 of the 5 proposals were not passed, which to a certain extent shows that there are discords within the management.
In fact, since 2023, different voices within Weichuang have gradually emerged. 13.The details of 300 million yuan were bizarrely swept away have not yet given a reasonable explanation, for the performance of the pressure of Weichuang shares, the internal disagreement within the management has added a trace of uncertainty to the stability of corporate governance, and it is still unknown where Weitron shares will go next.
At the end of 2023, negative news about Weichuang shares will come one after another. first broke out the "big thunder", 13300 million yuan of funds were bizarrely swept away by Liu Jun, the acquirer of the transaction of the upper-level shareholder Jiangsu Sunshine Group, hereinafter referred to as "Sunshine Group"), and then the Shenzhen Stock Exchange quickly sent a letter, and then the China Securities Regulatory Commission filed a case against Weichuang shares and Liu Jun at the same time, and then Lu Keping, the major shareholder of Sunshine Group, was also investigated by the Securities Regulatory Commission. At a critical juncture, Weichuang disclosed the news that a number of senior executives, including the secretary of the board of directors and the person in charge of finance, had resigned.
After more than a month of silence in the incident, on the evening of January 31, Weichuang held the seventh meeting of the sixth board of directors. At the meeting, 5 proposals were deliberated, and the "Proposal on Formulating a Rectification Plan for the Matters under Investigation on the Case" was unanimously passed, and all directors agreed to rectify the matters under investigation of the company, conduct self-examination on major matters, and investigate their legal responsibilities for matters and personnel that may touch violations of laws and regulations.
In addition, for the currently vacant positions of secretary of the board of directors and the person in charge of finance, the directors also unanimously approved the appointment proposal of Luo Yi, the new secretary of the board of directors, and Xiao Xu, the head of finance. According to the data, Luo Yi, female, born in 1979, has a bachelor's degree and is an internationally registered internal auditor. Since 2017, he has been working in Weichuang Co., Ltd., and is currently the ** affairs representative of Weichuang Co., Ltd. Xiao Xu, male, born in 1988, holds a bachelor's degree and is a Chinese certified public accountant. He has been working in Weichuang since 2017 and is currently the financial manager of the company's finance department.
However, the "Proposal on the Removal of Lu Yongsheng as Director and General Manager" and "Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2024" were not passed by Lu Yongsheng, Lu Yu, Liang Chunhui, Cao Xiuming, and Chen Xiaomeng, on the grounds that the above five directors believed that the removal was not conducive to the stable operation of the company and the implementation of subsequent rectification.
On October 13, 2023, at the fifth meeting of the sixth board of directors, Lu Yongsheng was appointed as the general manager of Weichuang Co., Ltd. for a term of three years. At that time, Li Ang and Liang Chunhui abstained from voting, believing that the supporting information for the deliberation of the appointment and election proposals was not perfect. According to the resume information, Lu Yongsheng, male, born in July 1973, has a bachelor's degree, and has served as the director of the support department of a certain department of the Air Force and the executive director of Xinjiang Saiss Intelligent Information Technology. At present, the production and operation management of Weichuang shares is still presided over by Lu Yongsheng.
Among the directors who voted against, Lu Yu and Cao Xiuming both have sunshine backgrounds; Chen Xiaomeng used to be a teacher at Shanguan Experimental Primary School in Jiangyin City, assistant to the general manager and deputy general manager of Weichuang Co., Ltd.; Liang Chunhui is the deputy general manager of Jiangyin New Guolian Venture Capital, hereinafter referred to as "Guolian Venture Capital".
Guolian Venture Capital is the executive partner of Taizhou Zhongshu Wolters Kluwer Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Zhongshu Wolters Kluwer"), the controlling shareholder of Weichuang Co., Ltd. Zhongshu Wolters Kluwer is invested by Monsas (Taizhou) Investment *** hereinafter referred to as "Taizhou Monsas") and Guolian Venture Capital. 07%, Sunshine Group indirectly owns Zhongshu Wolters Kluwer 9993% equity.
Looking back, on the evening of December 22, 2023, Weichuang announced that on September 20, 2023, Sunshine Group, the controlling shareholder of Taizhou Monsas, and Jiangxi Xiling Energy *** hereinafter referred to as "Xiling Energy") signed the "Equity Transfer Cooperation Framework Agreement", according to the agreement, Xiling Energy will obtain control of Zhongshu Wolters through investment relations in the next 12 months. Such a major agreement, Weichuang shares have not been publicly disclosed before.
The actual controller of Xiling Energy, the proposed acquirer, is Liu Jun. Without obtaining control of Zhongshu Wolters Kluwer, Liu Jun transferred 13The funds of 300 million yuan were transferred to the bank account controlled by it and returned in full on October 31, but since November 1, they have been transferred out of the company in batches, and the funds have not been returned to the company as of December 22, 2023.
The relevant staff of the ** department of Weichuang Co., Ltd. once told ** that normally speaking, if you want to transfer the money in the company's account, it is indeed necessary to go through the signature of the general manager, financial director and other senior executives. According to his statement, if the normal way is taken, the relevant management personnel have an unshirkable responsibility for the transfer of the funds.
It is worth noting that Zhang Shuhan, the former secretary of the board of directors, and Wen Jingjing, the former head of finance, who were hired on the same day as Lu Yongsheng, have "hurriedly" resigned. The same experience as Lu Yongsheng is that the appointment of the two was also abstained from voting by Li Ang and Liang Chunhui. Zhang Shuhan has only been in office for 1 month, and Wen Jingjing has only been in office for less than 3 months. In response to the resignation of the two people, Weichuang emphasized that the resignation of the two executives could not be exempted from their responsibilities during the performance of their duties, and if they caused adverse effects or losses to the company during their duties, the company would reserve the right to pursue their legal responsibilities.
In fact, since 2023, different voices within Weichuang have gradually emerged. As early as the third meeting of the sixth board of directors in August 2023, although the "Proposal on the Transfer of Equity of the Company's Wholly-owned Subsidiaries" was deliberated and passed, Li Ang abstained from voting on the proposal because he believed that the company had not been able to make a true, accurate and complete answer to the letter of concern of the Shenzhen ** Exchange in a timely manner before the meeting of the board of directors, and the supporting information for the deliberation of the proposal was incomplete. Previously, at the second meeting of the sixth board of directors, Li Ang had voted against this.
According to public information, Li Ang has no background in Sunshine or Guolian, and he has worked in Guangzhou Hengyun Thermal Power (D) Plant Co., Ltd. and Guangzhou Suikai Electric Science City (Guangzhou) Investment Group
It is not difficult to see from the "Equity Transfer Cooperation Framework Agreement" that Sunshine Group has begun to retreat.
At the beginning of 2020, Zhongshu Wolters Kluwer acquired 2422% of the shares, becoming the new controlling shareholder. In December of that year, the shareholder of Taizhou Monsas became Sunshine Group, and the legal person was changed to Lu Keping's son Lu Yu. At the beginning of 2021, Lu Yu entered the management of Weichuang Co., Ltd., and after a high-level change, he successfully became the chairman of Weichuang Co., Ltd. in June 2023. However, just 3 months after taking the throne, Lu Yu ceded control to Xiling Energy.
The two seemingly unrelated companies, in fact, have already been in contact with the controller. According to ** report, Sunshine Group's performance has been poor in recent years, and the shares of a number of listed companies under Lu Keping's name have been pledged, and the two have intersected because of borrowing money from Liu Jun.
According to Lu Keping's statement to the Economic Information Daily, Xiling Energy first paid a transfer payment, and in order to prevent Sunshine Group from selling the equity of Weichuang shares indirectly held by Sunshine Group to others, the two parties jointly managed the funds of Weichuang shares. As for why Liu Jun was able to manage the condominium account of 13The transfer of 300 million yuan of funds and the specific whereabouts of the funds, Lu Keping said that he did not know, and the announcement shall prevail.
As the name suggests, a condominium account is a bank account set up to meet the needs of two or more people to jointly manage the same bank account.
Why was the proposed acquirer able to transfer the funds from the account of Weichuang shares several times without becoming the owner? And how is it rowed away? Is it reasonably compliant? And what is the responsibility of the bank in the middle?
Dai Jinhua, director of the real estate department of Beijing Yinghe Law Firm, told the company that banks play an important role in the management of condominium accounts, and banks should supervise and review the income and expenditure of condominium accounts in accordance with laws, regulations and contract agreements. If the bank fails to fulfill its corresponding supervisory responsibilities and the funds are transferred in violation of the plan, then the bank should bear the corresponding responsibility. In order to determine whether Liu Jun's transfer of funds through the condominium account is reasonable and compliant, it is necessary to further understand the specific content of the contract agreement.
Liu Jun rowed away 13 in one fell swoop300 million yuan, which has exceeded all the monetary funds of Weichuang shares. The third quarter report of 2023 shows that the monetary funds on the books of Weichuang shares are only 100.8 billion yuan.
At the operational level, the performance of Weichuang shares is under obvious pressure. According to the performance forecast, in 2023, Weichuang shares are expected to achieve a net profit attributable to the parent company of -70 million yuan to -50 million yuan, a year-on-year decrease of 26696%-219.26%；The net profit after deducting non-profits was -40 million yuan to -28 million yuan, a decrease of 2013 from the same period in 202216%-1379.21%。
In response to the changes in performance, Weichuang said that during the reporting period, the company has done a lot of work in product research and development, marketing, organizational optimization, resource integration and other aspects, and has achieved certain results. However, due to the impact of factors such as the sharp decline in the unit price of some products of splicing screens, the postponement of some projects or the cancellation of budgets, the revenue decreased year-on-year. At the same time, according to the actual operating situation and future development needs, the company transferred the equity of its wholly-owned subsidiaries Beijing Hongying Times Education Technology and Beijing Golden Cradle Education Technology in order to concentrate on its main business and optimize the company's assets and business structure. In addition, the Company has made an impairment provision for long-term equity investments and other assets. (This article was first published in Titanium**app, author|.)Lu Wenyan).