What key information points are covered in the "Letter to the Public" on the situation briefing of the South Manganese Group?
03/09/2024
GMT Eight
In recent days, there have been new developments in the hotly discussed "ownership control issue" of the South Manganese Group in the Hong Kong stock market.
On the morning of September 2, in response to the recent social concern over the conflicts between listed companies and operating entities, the SOUTH MANGANESE Group Limited Liability Company (hereinafter referred to as "South Manganese Group") held a briefing on the situation.
During the briefing, the South Manganese Group union and the employees' rights protection committee issued a letter to the public stating, "For the upcoming shareholders' special meeting, South Manganese Group will take legal action in order to protect the legitimate rights of the company and all parties concerned." Additionally, the disputes among major shareholders have not affected the company's business development and performance. As an independent subsidiary, the management of the company remains normal and production and operations have not been affected.
Clearly, in the face of the tense "ownership control issue", the management of the South Manganese Group and representatives of all employees have chosen to publicly address the matter.
The control dispute began on August 8 when the SOUTH MANGANESE Group held a union meeting and passed several resolutions, including suspending the positions of two executives, Zhang He and Xu Xiang, appointed by the listed company to the group. They also demanded the immediate termination of all unfair trade cooperation with a specified enterprise previously designated by the shareholders, as well as compensation for losses and the refund of advance payments.
The other party involved, the Hong Kong-listed company SOUTH MANGANESE Investments Limited (01091) (referred to as "SOUTH MANGANESE"), also made their stance clear. They first announced that they had not lost control, then, in response to a motion by Yufu Investments Limited (referred to as "Yufu Investments"), they declared that a special shareholders' meeting would be held on September 6 in Hong Kong to vote on the removal of Li Weijian and Li Junji from their positions as directors and chairman and CEO of the listed company.
It is worth noting that the four executive directors at the center of this control dispute are divided into two groups: Li Weijian and Li Junji represent the SOUTH MANGANESE Group, while Zhang He and Xu Xiang represent the largest shareholder, Yufu Investments.
At present, a fierce battle for control between the major shareholders of the listed company and the physical production enterprise has emerged.
During the briefing, Pan Junhong, the operational director of the South Manganese Group and deputy director of the rights protection committee, stated that in early August, the South Manganese Group received reports from the public about alleged illegal activities by certain senior executives within the company. These reports involved the largest shareholder Yufu Investments, the third-largest shareholder Fengxiang Investments, two representatives appointed by the largest shareholder in the group, as well as an external manganese company and related parties.
Pan Junhong continued, "These reports indicated that there were close relationships between Yufu Investments, Fengxiang Investments, Zhang He, Xu Xiang, and a manganese company. Under their influence and manipulation, the subsidiaries of the South Manganese Group and the subsidiaries or related units of the manganese company signed multiple bulk trade contracts involving manganese ore. These contracts were severely delayed in delivery, did not fulfill the contractually agreed-upon prices, and involved unfair related party transactions, resulting in significant losses for the company. Significant advance payments were made to the overseas subsidiaries or related companies of the manganese company without receiving actual goods, posing significant risks."
In response to the potential effects of these related transactions, the South Manganese Group immediately took action. On August 8, they held a union meeting and unanimously passed several resolutions, including "suspending the positions of the two executives appointed by the listed company to the group, and demanding the immediate termination of all unequal trade cooperation with the previously designated company by the shareholders, while also seeking compensation for losses and the return of advance payments."
"This decision promptly stopped Zhang He and Xu Xiang from continuing transactions with the related company of the manganese industry at a price of over 80% of the contract price. This prevented further losses for the South Manganese Group and protected shareholders other than those involved in the transaction from incurring losses."
Regarding the effectiveness of this decision, Wang Pingjie, deputy director of the rights protection committee and director of the audit and inspection department at the South Manganese Group, added his comments.
In response to the accusations from the South Manganese Group, Yufu Investments quickly issued a rebuttal through their lawyers and warned of potential legal action. They stated that the contents of the public notices were misleading and could lead to misunderstandings about the loss of control over the South Manganese Group by the board of directors of the listed company. At the same time, as a major shareholder of SOUTH MANGANESE, Yufu Investments may suffer losses and is considering legal action against the disseminators of false information to claim compensation for damages.
Furthermore, during the briefing, the South Manganese Group announced that they had submitted formal complaints and related materials to the Hong Kong Stock Exchange and the Securities and Futures Commission on August 10 and August 12, respectively. The Stock Exchange has already intervened, and the listed company received inquiries from the Exchange on August 27 regarding the issues.
It is difficult to determine the truth at this point, and we must wait for the regulatory authorities to conduct investigations.
As the saying goes, all is for gain in the world. The battle for control between the major shareholders of the listed company and the physical production enterprise clearly reveals a process of competing interests.
However, it is important to note that this should not affect the subsequent development of the physical production enterprise, as it is crucial for local economic development, industrial revitalization, and employment.
Manganese is an important strategic mineral resource in China. Its exploration and development are vital for the country's industrialization and modernization. China is the world's largest consumer and importer of manganese resources, as well as the largest producer of manganese products. The application of manganese is not limited to the steel industry; it also plays a vital role in the development of emerging industries such as new energy and materials.
At present, China has the most complete and largest manganese industry system globally. The exploration and development of manganese ore are essential for the country's industrial and modernization processes.
Overall, the situation highlights the importance of the control battle between major shareholders of the listed company and the physical production enterprise, emphasizing the game of competing interests between the two parties.Deoxidizer can significantly improve the hardenability of steel, improve the thermal processing performance of steel, and increase the strength and hardness of steel. In addition, manganese can also act as an alloying element, improving the thermal processing performance and mechanical properties of steel.South Manganese Group is an important part of China's manganese industry. It is a national high-tech enterprise with the world's longest manganese industry chain and the most abundant manganese product line. It has the second largest electrolytic metal manganese production capacity in the world and the first largest electrolytic manganese dioxide production capacity. Its mining industry spans across Guangxi, Guizhou, and the Republic of Gabon, with the Daxin Manganese Mine being the largest known domestic super-large manganese mine in the country currently. By 2023, South Manganese Group's revenue has exceeded 17 billion Hong Kong dollars.
In the first half of this year, South Manganese Group recorded a revenue of 5.733 billion Hong Kong dollars, with a net loss of 163 million Hong Kong dollars. During a media briefing, Pan Junhong mentioned that the main reasons for the loss were the impacts of trade and recent declines in manganese prices.
On September 6th, SOUTH MANGANESE will officially hold a shareholder meeting to discuss the "control rights attribution" between the major shareholder of the listed company and the physical production entity. We will continue to track and reveal the outcome of this meeting.