In October 2020, Kweichow Moutai Co.Ltd(600519) (600519. SH) was caught in a "donation storm".
At that time, Kweichow Moutai Co.Ltd(600519) an announcement announced a donation of 830 million yuan. Many small and medium-sized investors questioned the legitimacy of their donation, and even reported Kweichow Moutai Co.Ltd(600519) "illegal donation" to the Shanghai Stock Exchange, the CSRC and other real names. Subsequently, 197 Maotai small and medium-sized investors sued Kweichow Moutai Co.Ltd(600519) to Maotai people's Court of Renhuai people's court.
On December 3, the netizen "@ Maotai 900 yuan is really not high" disclosed to the Red Star capital bureau that he was one of 197 minority shareholders jointly sued. A year has passed since they filed a lawsuit, but the case has not been filed.
In this regard, a staff member of Maotai people's Court of Renhuai people's court responded that "at present, the case is still asking for instructions". The president in charge of the case also refused the reporter's interview on the grounds of "requiring the consent of Renhuai Municipal People's court". At the same time, the Red Star capital bureau also called the Kweichow Moutai Co.Ltd(600519) investment department as an investor, and a staff member hung up on the grounds of "unclear".
In an interview with the Red Star capital Bureau, some experts said that if Kweichow Moutai Co.Ltd(600519) can not handle the lawsuit well, it may affect its ESG rating and damage the company's capital market brand.
More than 800 million donations were not authorized by the general meeting of shareholders
minority shareholders questioned its "ugly appearance"
On October 23, 2020, Kweichow Moutai Co.Ltd(600519) issued the announcement of the resolution of the fourth meeting of the third board of directors in 2020. According to the announcement, in addition to considering the third quarter report of 2020, the board meeting also adopted five resolutions, including donations of up to 830 million yuan.
Including: pay 10 million yuan to the honorary strategic partner of Boao Forum for Asia in 2020; Donate no more than 546 million yuan to Xishui county government for the construction of Xixin Avenue in Xishui County; Donated 260 million yuan to Renhuai City to build a sewage treatment plant; The holding subsidiary Kweichow Moutai Co.Ltd(600519) Wine Sales Co., Ltd. donated 2 million yuan to Guizhou volunteer foundation; Donated 12 million yuan to Renhuai Municipal People's government to build a special alcohol fire disposal team.
Resolution announcement
"@ Maotai 900 yuan is really not high", said that before the issuance of the above donation resolution, Kweichow Moutai Co.Ltd(600519) the rules of procedure of the board of directors had no relevant provisions on donation, but stipulated that the total assets used by the board of directors within one year should not exceed 150 million yuan, "and the proposal donated 830 million yuan, which was obviously illegal". He believes that Kweichow Moutai Co.Ltd(600519) making donations without authorization of the general meeting of shareholders is an illegal operation and damages the rights and interests of minority shareholders.
Red Star capital noted that the articles of association used by Kweichow Moutai Co.Ltd(600519) at the time of the issuance of the donation resolution was revised in 2018. According to the articles of association, large-scale donations and sponsorship must be studied and discussed by the party organization of the company, and the functions and powers of the board of directors do not involve donations.
Articles of association of Kweichow Moutai Co.Ltd(600519) Co., Ltd. revised in September 2018
"@ Maotai 900 yuan is really not high", said: "We support the company's poverty alleviation, but the general meeting of shareholders is the highest authority of the joint-stock company. It is illegal to issue the donation proposal directly in the name of the board of directors without the authorization of the general meeting of shareholders."
Yang Rui, another Kweichow Moutai Co.Ltd(600519) small and medium-sized investor, also said in an interview with the Red Star capital bureau that although he was busy and did not participate in the lawsuit, he fully supported the lawsuit. "The joint stock company is owned by all shareholders, and major shareholders can't be too capricious".
In Yang Rui's opinion, if the company wants political achievements, it can use the group's money instead of the joint-stock company's money. "It's too ugly to eat. Minority shareholders will certainly be polite." He hopes that the case can be fairly tried and judged. He also hopes that Kweichow Moutai Co.Ltd(600519) and shareholders can really establish a fish water relationship of mutual trust and win-win after running in, and make steady progress under the joint care of large and small shareholders.
not filed in recent year
shareholders think it is likely to end
Red Star capital Bureau learned from some minority shareholders and relevant persons involved in the case that 197 shareholders submitted the indictment to Maotai people's Court of Renhuai people's Court on December 21, 2020.
Indictment (provided by respondents)
"At that time, the court has received the indictment, but so far, the court has not filed a case, and we have not received a written notice of whether to file a case." Some shareholders said, "nearly a year has passed, and the filing of the case seems to be far away."
Renhuai Court (shot by Zhang Jinye)
Some personnel involved in the case told the Red Star capital bureau that they had reported to Renhuai people's court, but the court said they "should report to the superior".
In July this year, they reported to Renhuai people's Procuratorate and asked it to supervise this civil case in accordance with the relevant provisions of the rules for the supervision of civil proceedings of the people's Procuratorate. However, in the end, the procuratorate held that because of the need for investigation and verification, it decided to suspend the examination of the case. After the situation is eliminated, the procuratorate will resume the examination. The basis for suspending the examination is the provisions of item 4, paragraph 1, Article 72 of the rules for the supervision of civil procedure of the people's Procuratorate. Through inspection, Hongxing capital Bureau found that the provisions are: other circumstances under which the examination can be suspended.
Suspension decision (provided by respondents)
Shareholders believe that the reasons for applying for filing are very sufficient. There are plaintiffs and defendants, the claims are very clear, there are specific causes of action, the facts are clear, the reasons are sufficient, and meet the filing requirements stipulated by the law. However, no matter whether the case is filed or not, the shareholders have not received the notice. In their view, "this move is intended to delay indefinitely and is likely to end".
In this regard, you Yunting, a lawyer of Shanghai Dabang law firm, told Hongxing capital bureau that according to relevant regulations, the people's court should protect the litigants' right to sue in accordance with the law. If the conditions for prosecution are met, the case shall be filed within seven days and the parties shall be notified; If the conditions for prosecution are not met, a written order shall be made within seven days and shall not be accepted; If the plaintiff is not satisfied with the ruling, he may appeal.
In addition, another lawyer, who asked not to be named, said that in case of special circumstances, the court should also reply within a reasonable period, "I think the maximum reasonable period is one month!"
On the afternoon of December 3, Hongxing capital Bureau called Renhuai people's court. A staff member of the court said that the above case was tried by Maotai people's Court of Renhuai people's court.
A staff member of Maotai people's Court of Renhuai Municipal People's court told Hongxing capital Bureau, "I know this case was prosecuted last year." As for why the case has not been filed yet, the officer said that the specific circumstances of the case may be best known to the president. Subsequently, the Red Star capital Bureau dialed the president's mobile phone number, but the president, Renhuai people's court and other relevant units declined to interview.
Maotai refuses to admit donation violation
but some donations have been stopped
As an investor, red star capital Bureau dialed Kweichow Moutai Co.Ltd(600519) investment department. The staff said they were not clear about the case.
However, according to the financial Associated Press, Kweichow Moutai Co.Ltd(600519) relevant people once said, "the company refuses to admit that the previous donation violates the regulations, but in the future, it will strengthen the benign interaction between shareholders, respect the opinions of all parties, but also bear social responsibility and make a perfect solution." At the same time, he said that this event has a good enlightenment on corporate governance and will strengthen the benign interaction with shareholders in the future.
The "@ Maotai 900 yuan is really not high" told the Red Star capital bureau that Liu Gang, the former Secretary of the board of directors of Kweichow Moutai Co.Ltd(600519) had an exchange with seven Maotai shareholders in Beijing Maotai building on January 3 this year. It was revealed that Liu Gang gave four solutions to the donation at that time: first, cancel four Board resolutions (except that Boao Forum for Asia is brand publicity and the payment has been paid, the other four donation proposals have not been paid yet), and change them to Maotai Group; Second, change donations into investments; Third, amend the articles of association and the rules of procedure of the board of directors and improve the procedures; Fourth, maintain the original donation.
On February 10 this year, Kweichow Moutai Co.Ltd(600519) issued an announcement, which pointed out that the four donation items were terminated, and the donation amount was 800 million yuan, that is, except that Boao Forum paid 10 million for strategic partners, the other four items were terminated.
Terminate four resolutions
As for why not terminate the donation of Boao Forum, "@ Maotai 900 yuan is really not high", said Liu Gang. At that time, Liu Gang thought that Boao's donation of 10 million yuan to become a strategic partner was not a donation, "maybe they thought the money had been paid and it was difficult to deal with it."
In addition, Kweichow Moutai Co.Ltd(600519) has also improved the rules and regulations of the company. Among them, the latest version of Kweichow Moutai Co.Ltd(600519) articles of association and rules of procedure of the board of directors issued on September 9 this year clearly stipulates that "within the scope of authorization of the general meeting of shareholders, the company shall decide on major investment, purchase or sale of assets, guarantee matters, related party transactions, donations and other matters."
Revised rules and regulations in September 2021
However, he still questioned the corporate governance of Kweichow Moutai Co.Ltd(600519) . "Why did they terminate some donations in February this year, and why didn't they apologize to the minority shareholders who sued them for illegal donations?" In the view of the shareholder, Maotai was a little casual and hasty in announcing and revoking the donation.
In response to this case, the Red Star capital Bureau called Liu Gang, but no one answered; Inform the interview intention by SMS, but no reply has been received as of press time.
expert: corporate governance problems are not handled well or affect ESG rating
"This lawsuit has been going on since last year, and it has been making a lot of noise." Kuang Yuqing, founder of lens company, told the Red Star capital bureau that from this lawsuit, the donation amount of 830 million yuan obviously exceeded the authority of the Kweichow Moutai Co.Ltd(600519) board of directors, which is problematic.
Another person in the industry, who asked not to be named, also pointed out to the Red Star capital bureau that Kweichow Moutai Co.Ltd(600519) large gratuitous donations without justified reasons (even if they can deduct income tax) were not approved by the corresponding resolutions of the board of directors and the general meeting of shareholders in accordance with the articles of association and the rules of procedure of the company's power organs, indicating that there are problems in the corporate governance mechanism.
"In dealing with this lawsuit, Maotai should pay full attention to the interests of minority shareholders, establish and improve the corporate governance mechanism, and truly protect minority shareholders, so as to unite and develop together." In Kuang Yuqing's opinion, Kweichow Moutai Co.Ltd(600519) although the company's governance system has been gradually improved and most of its donation projects have been stopped, the projects that have not been stopped should give a reasonable explanation to the minority shareholders.
"Withdrawing all donations is the best way for the company to reconcile with its shareholders." The above insiders said that if it is not handled well, Kweichow Moutai Co.Ltd(600519) may bear the losses caused to shareholders, and the directors and senior executives making corresponding decisions should bear joint and several liabilities, thus affecting the company's image.
In addition, Kuang Yuqing believes that "if it is not handled well, Kweichow Moutai Co.Ltd(600519) ESG rating may be affected. After all, 'g' is corporate governance." According to the analysis, Kweichow Moutai Co.Ltd(600519) is the stock with the highest market value in Shanghai and Shenzhen stock market and the focus of A-share allocation of overseas funds, and overseas funds will pay more attention to the rating of ESG. "Once the ESG rating is affected, it may affect the position building of overseas funds, thus damaging the capital market brand."
Red Star capital Bureau noted that in October this year, the latest ESG ratings of 238 A-share companies were published on MSCI's official website, of which Kweichow Moutai Co.Ltd(600519) was downgraded to CCC, the lowest level of MSCI's ESG rating.
At the same time, the MSCI website also gives Kweichow Moutai Co.Ltd(600519) key indicators compared with peer companies. Among them, six indicators, including corporate governance and corporate behavior, are at the backward level of the industry.
(Red Star capital Bureau)
