On November 12, the first instance of the Kangmei pharmaceutical case decided that the listed company should compensate investors 2.459 billion yuan, of which five independent directors were sentenced to assume joint and several liability ranging from 5% to 10%, with an amount of 123 million yuan to 246 million yuan. The huge liability for compensation made the independent directors who were originally called “vases” feel great pressure.
Recently, there has been a wave of “resignation tide” of independent directors, and the chain reaction caused by this judgment continues. On the other hand, it also forces the independent directors to perform their duties with due diligence, forcing the independent directors to make independent professional judgment instead of becoming the voice of major shareholders and actual controllers.
On December 10, the listed company Meisheng Cultural & Creative Corp.Ltd(002699) (002699. SZ) disclosed in its reply to the inquiry letter of the Shenzhen Stock Exchange on the company’s third quarterly report that the company added six equity instrument investments in the second quarter. Shenzhen Stock Exchange also requires independent directors to check the above matters and express special opinions on the business logic and rationality of these six investments and whether they constitute capital occupation or benefit transfer.
Different from the previous, the reply of the independent director is “bright”. The independent director replied: “At 5:00 p.m. on December 9, 2021, the company first informed the three independent directors that the second Department of management of listed companies of Shenzhen stock exchange sent an inquiry letter on October 27 this year. After learning about it, the three independent directors checked and verified overnight. According to the information currently available, we believe that these six investments are deliberately illegal operations by the company to achieve the purpose of capital occupation or benefit transfer of the actual controller.”
In his reply, the independent director specially emphasized that the time to know about the matter was 5 p.m. on December 9, making it clear that he would “not carry the pot”.
At the same time, the replies of the three independent directors also said, “Regardless of the consideration of the 2021 interim report or the third quarter report of 2021, our independent directors are very concerned about the violation of laws and regulations such as the occupation of funds and the transfer of interests by major shareholders. At the board of directors, our independent directors repeatedly asked the company whether there were violations in view of the sharp increase in the balance of current accounts and the investment balance of other equity instruments, which were denied by the executive directors and senior executives During the review of the third quarter report, Lei Xintu, an independent director and director of the audit committee, focused on the above questions and asked the internal executive director and financial person in charge, which was also denied. At the board of directors, the independent director reminded and warned the company’s internal executive directors and financial principals that their actions must be compliant and legal. ”
According to public information, Meisheng Cultural & Creative Corp.Ltd(002699) the current three independent directors are Li Maosheng, doctoral supervisor of the Chinese Academy of Social Sciences, Gao Chuang, director of the academic committee of Capital University of economics and trade, and Lei Xintu, director of the Institute of accounting of Zhejiang University of technology and head of the accounting discipline and director of the accounting department.
While the independent director responded “domineering”, the listed company Meisheng Cultural & Creative Corp.Ltd(002699) also issued the notice on the risk of occupation of non operating funds by controlling shareholders and the notice on receiving the warning letter from Zhejiang securities regulatory bureau.
According to the two announcements, the controlling shareholder of Meisheng Cultural & Creative Corp.Ltd(002699) Meisheng Holding Group Co., Ltd. occupied a total of 769 million yuan of funds of listed companies from January to September 2021, including 460 million yuan of funds occupied by direct transfer to the controlling shareholder and its related parties, 244 million yuan of funds occupied by foreign investment and 3.48 million yuan of funds occupied by providing loans to suppliers, 60 million yuan of funds were occupied by means of loans returned by related parties to the controlling shareholders. As of September 30, 2021, the amount returned was 301 million yuan and the amount not returned was 468 million yuan.
As the controlling shareholder and its related parties failed to fulfill the disclosure obligation for the occupation of funds, Meisheng Cultural & Creative Corp.Ltd(002699) certificate of deposit was pledged to provide guarantee to solve the debt problem of the controlling shareholder, the disclosure obligation was not fulfilled, the shares of the controlling shareholder and its persons acting in concert were frozen, and the judicial auction did not fulfill the disclosure obligation in time, The controlling shareholders and their persons acting in concert did not disclose four violations in advance, and Meisheng Cultural & Creative Corp.Ltd(002699) was issued a warning letter by Zhejiang securities regulatory bureau.
(21st Century Business Herald)
