The "infighting" of Leysen Jewelry Inc(603900) has lasted for a whole year from the public report of the director's suspected job occupation to the emergence of the divorce case of chairman Shen Dongjun.
Shen Dongjun and Ma Qiao were sentenced to divorce, and their shares in the company were divided equally. Shen lost his control of Leysen Jewelry Inc(603900) .
Although the Ma brothers and sisters have become the new actual controllers of the company with equity advantages, the competition for the control of the company will continue.
report
A year ago, the jewelry listed company Leysen Jewelry Inc(603900) contained a huge undercurrent under the mirror like water.
At the end of the year, the company suddenly revealed that during the internal self-examination, it was found that there was a large difference between the purchase amount and the payment amount in the transaction with suppliers, and it was suspected that the directors Ma Jun and Pang Yize were suspected of embezzling the company's property.
According to the company's announcement, the cause of the incident was that in July 2020, during the routine inspection, the local tax department in Nanjing found that the company had tax violations from 2005 to 2015. The suspects were Ma Jun and Pang Yize, the directors. The company reported the case to the public security organ and was officially accepted on November 20.
There are many strange things about this reported case.
Ma Jun and Gu Yize are close relatives of Shen Dongjun, the largest shareholder of the company. Ma Jun is Shen's wife and Ma Qiao's brother. They jointly control Leysen Jewelry Inc(603900) .
What is more strange is that nearly 40 days after the case was accepted by the police, Leysen Jewelry Inc(603900) (603900. SH) was disclosed for the first time. During this period, Ma and Gu were nominated by non independent directors at the general election of the board of directors and elected at the general meeting of shareholders.
Public reporting has completely deteriorated the relationship between the company's main shareholders and actual controllers. Left a huge question: Why did the relationship suddenly break down when family members started a business together and pushed the company into the capital market?
Leysen Jewelry Inc(603900) in the gold jewelry industry, the scale of the enterprise is not large, but the boss Shen Dongjun plays in film and television dramas and TV programs, and his popularity is almost unmatched in the industry.
Shen Chu was born in poor northern Jiangsu. He was as poor as a rag when he arrived in Nanjing 30 years ago. Worked in a travel agency and opened a color expansion shop. After the failure of the business, it was three months of cooking at home every day and waiting for his wife to get off work on the balcony. Setting foot in the jewelry industry mainly benefits from the help of his wife Ma Qiao's family. Ma Qiao's father, Ma Chongren, is a Chinese geologist and famous jewelry expert. He is respected as the "Jade King" in the industry.
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Is the company's reporting of shareholders and directors a matter of righteousness or something else?
On January 20 this year, Nanjing Yuhuatai police considered that Leysen Jewelry Inc(603900) accused Ma Jun and others of suspected job occupation, false issuance of special VAT invoices and misappropriation of funds, and decided not to file a case.
It was not until the breakdown of the marriage between Shen and Ma surfaced that the outside world gradually saw the truth.
In the view of the Ma family, Shen fabricated a false report in order to avoid the division of shares after divorce, resulting in the loss of control over the company. Shen firmly denied this.
As early as November 2019, Ma Qiao has filed a lawsuit to the court for divorce and division of property. However, the company did not disclose the matter on January 5, 2021 until there were overwhelming media reports.
In an interview with the media, Ma Qiao pointed out that Shen Dongjun cleaned up the founders after he became famous, and there were serious problems in his life style.
Why did the company disclose it more than a year after being sued for divorce? Shen Dongjun said that the court may or may not judge and cannot fool investors.
During the trial of Shen and Ma's divorce case, the board of directors of the company applied to participate in the second instance as a third party without independent claim, which was not approved by Nanjing Intermediate People's court.
In addition, the accounting firm issued "non-standard opinions" on the Leysen Jewelry Inc(603900) 2020 annual report. During the company's self-examination, it was found that Shen Dongjun occupied more than 14 million yuan of the company's funds, which were not fully returned until March this year.
On November 26 this year, the Nanjing Intermediate People's court made a final judgment on the divorce case of Shen and Ma: they were allowed to divorce; Shen holds 37.3002% equity of CHUANSHI Meijing, and both parties share 18.6501%; Shen holds 31.16% equity of Leysen Jewelry Inc(603900) and gets 15.58% respectively.
afterwave
After Shen and Ma divorced and split their shares, the actual control of Leysen Jewelry Inc(603900) changed.
Ma Jun and Gu Yize are husband and wife, and Ma Qiao is brother and sister. The three and CHUANSHI Meijing, who holds Leysen Jewelry Inc(603900) 2.18% equity, are acting in concert, controlling 48.45% of the shares of the company in total. The actual controller of the company has changed from Shen Dongjun to Ma Jun and acting in concert.
This equity change involves the tender offer. Ma Junfang promises to reduce his direct and indirect shareholding to 30% or less within 30 days from December 3 without tender offer.
Subsequently, Shen Dongjun resigned as president of the company and still served as director and chairman.
Nominated by Shen Dongjun and reviewed by the nomination committee of the board of directors, Jacky Jiang was appointed president of the company. Ma Jun and Kan Yize voted against this.
They believe that the control of the company has just changed and the re-election of the board of directors is being promoted. The newly hired president is not conducive to the handover between the old and the new and the stability of the company. Jacky Jiang once held shares in several important suppliers of the company or served as a director, supervisor and senior manager. He was worried that there were complex related party transactions, which was not conducive to the development of the company.
But the two negative votes failed to change the result.
Facing the situation that the shareholding has an absolute advantage but has no actual voice, Ma Jun urgently needs to re-elect the board of directors. After all, after 2018, Ma Jun and his wife Pang Yize retired from the company and only served as directors. The daily management is basically controlled by Shen Dongjun.
On December 6, Ma Jun requested the board of directors to convene an extraordinary general meeting of shareholders, requiring the removal of director Chen Chuanming, independent directors Zhou Xiaohu, Hu Xiaoming and Huang Dechun, and nominating relevant candidates.
From the 10th to 16th, the above four directors submitted resignation reports one after another, but the proportion of independent directors in the board of directors was less than 1 / 3 due to their resignation. Before the new independent directors were elected by the general meeting of shareholders, Zhou Xiaohu and other three persons continued to perform their duties.
On December 16, the board of directors of the company voted 2 for and 5 against, and the proposal of the extraordinary general meeting of shareholders was not adopted.
Immediately, Ma Jun submitted an application to the board of supervisors, which was unanimously opposed by three supervisors.
It can be predicted that if the re-election of the board of directors cannot be settled, the internal struggle of Leysen Jewelry Inc(603900) which has lasted for one year will continue.
Leysen Jewelry Inc(603900) the river is declining. From 2018 to 2020, the revenue and performance decreased continuously. Although there was a slight year-on-year increase in the first three quarters of this year, it is still far from the best period.
The latest market value of the company is only 2.557 billion yuan. You know, in January 2018, the market value of the company once reached 10 billion yuan.
(blue whale Finance)
