So, what is the truth behind the donation storm in Maotai, Guizhou?
Controversial donation process
The incident originated from an announcement in Maotai, Guizhou on October 26.
On the same day, Guizhou Maotai issued the resolution announcement of the fourth meeting of the third board of directors in 2020, in which six motions were passed, four of which were related to donation, which were all approved by the board of directors with a total donation amount of 820 million yuan. Specifically, Guizhou Maotai donated 2 million yuan to Guizhou volunteer fund, 12 million yuan to the construction of alcohol fire treatment team, 260 million yuan to construct domestic sewage treatment plant and 546 million yuan to build Xixin Avenue in Xishui County.
(Guizhou Maotai) in the announcement issued on October 26, I sent a real name report letter to the Shanghai Stock Exchange on the evening of October 27, and then reported the illegal donation of Guizhou Maotai to the CSRC and the State Bureau of letters and calls on November 2 and 10 respectively Maotai 900 yuan is really not high told reporters that after the above announcement was issued, he twice called the Secretary Office of Maotai in Guizhou Province to query the legitimacy of the donation, but no convincing response was received.
In the view of the above investors, Article 114 of the board of directors in Chapter VI of Guizhou Maotais latest articles of Association (promulgated on September 29, 2018) stipulates that the company shall set up a board of directors and be responsible for the general meeting of shareholders. The board of directors has the functions and powers to call the general meeting of shareholders, determine the companys business plan and investment plan, and formulate the companys financial budget and final accounts report, but it does not decide on the donation proposal u201dIn other words, the board of directors has not been authorized by the general meeting of shareholders to decide the donation, so making the donation decision without authorization is not in accordance with the procedure.
Compared with investment, donation is a major decision that should be more cautious! Maotai Group, the major shareholder, and its acting partner, Maotai Technology Development Co., Ltd. only holds 60.2% of the equity of Guizhou Maotai Liquor Co., Ltd., so you have no right to take the place of the other 40% of the shareholders and donate without authorization from the general meeting of shareholders! Maotai 900 yuan is really not high once said in a micro blog published on November 1, donation is not for profit-making purposes, complete free expenditure, the principal donation out, that is equivalent to the direct reduction of net profit, which is related to the interests of every investor.
This may be the general consensus of many Maotai investors who participated in the class action. Song Lin (pseudonym) has been an investor in Maotai, Guizhou Province for eight years since 2012. In an interview with the international finance news, Song Lin said that the reason for participating in the lawsuit was that he disagreed with the donation procedure of Guizhou Maotai. On the one hand, from the perspective of company law, the shareholders meeting did not grant the board of directors the right to make donations. On the other hand, at present, Guizhou Maotai has not formulated a foreign donation management system or relevant measures to regulate the management companys external donation behavior. Investors need a stable psychological expectation, otherwise, what should we do if the gap becomes bigger and bigger?
According to the contents reported by minority shareholders, we have consulted the latest version of the articles of association of Maotai, Guizhou Province. The articles of association do not explicitly list the decision on external donation as the authority of the board of directors. Chen Yuanxi, a lawyer of Shanghai Haihua Yongtai law firm, said in an interview with the reporter of international finance news that, however, according to the Listing Rules of Shanghai Stock Exchange, the donation belongs to a kind of transaction that should be disclosed, and Guizhou Maotais donation does not meet one of several conditions that should be submitted to the general meeting of shareholders for deliberation.
But the amount of money involved in this donation is too large. However, if the total amount of equity transfer in the same year is more than RMB 100 million, it must be determined by the board meeting of directors and Chen Xi that the total amount of assets to be transferred within one year is more than RMB 100 million Approved by the general meeting of shareholders, however, the single donation amount of Guizhou Maotai is as high as 546 million yuan, and the total donation is more than 800 million yuan, which has not been deliberated by the general meeting of shareholders, so minority shareholders will doubted this..
As for the latest development of the incident, according to the statement given to the reporter that Maotai 900 yuan is not really high, since November 26, when it rejected the invitation from Guizhou Maotai to explain the purpose and significance of the donation, the two sides have not made further communication on the incident. So far, I have not received any relevant phone call..
On December 1, a reporter from the international financial news sent an interview letter to Maotai, Guizhou Province, on questions and complaints from investors, but no further response was received before the publication. On the afternoon of the same day, Maotai 900 yuan is really not high was mentioned in a newly released micro blog. At 1:00 p.m. on the same day, an email reply was received from the public hotline of Shanghai Stock Exchange in response to its complaint about illegal donation of huge sums of money by the board of directors of Maotai. In the e-mail, the Shanghai Stock Exchange said that it had fed back the problems to the relevant business departments. According to the feedback from Guizhou Maotai, according to the relevant provisions such as the stock listing rules, on October 26, 2020, Guizhou Maotai announced that the amount of donation deliberated by the board of directors did not meet the criteria to be submitted to the general meeting of shareholders for deliberation.
We have supervised and urged the company to verify and do a good job in communicating and explaining the matters related to the decision-making authority of the board of directors of the company. Submitted to the above email with reply.
However, in the view of some investors in Guizhou Maotai, the reply of Shanghai Stock Exchange is not convincing. Maotai 900 yuan is really not high is even more straightforward in the micro blog: the Shanghai Stock Exchange has only done its duty of informing and reminding, but has not made a conclusion, judging whether the basis of Guizhou Maotai board of directors on donation is right or wrong! Whether its legal compliance or violation of laws and regulations.
The reporter noted that within 24 hours after the above-mentioned microblog was released, 325 forwarding, 468 messages and nearly 2000 comments were received. Among them, several investors in Maotai, Guizhou, said in their micro blog messages that they would hope to promote the matter in the form of class action.
Its no surprise that Guizhou Maotai has made a large amount of donations since 2015, but the amount has gradually increased. Guo Yuxuan, the Research Institute of Beijing Institute of understanding economics, also said in his reply to the reporter of the international financial news that in the face of such a huge amount of money, without authorization from the general meeting of shareholders, it will certainly damage the interests of small and medium-sized investors to a certain extent.
According to Dong Yizhi, a lawyer of Shanghai zhengce law firm, the protection consciousness of investors is becoming stronger and stronger, and the direction of supervision has changed. When making decisions on major matters, listed companies must comply with laws and regulations.
Is the object of donation unreasonable?
In fact, in addition to the donation process caused by the relevant investors questioned, Guizhou Maotai donation object is also one of the reasons.
In the interview, several investors who participated in the above-mentioned class action told reporters that there is nothing wrong with the donation of anti epidemic and student aid, but it should be the responsibility of government departments to donate 806 million yuan to build sewage treatment plants and highways, and should not be undertaken by listed companies. Therefore, these investors believe that in the donation announcement of Maotai on October 26, Guizhou, it is unreasonable to donate 260 million yuan to Renhuai Municipal Peoples government for the construction of sewage treatment plant and no more than 546 million yuan to the peoples Government of Xishui county to build Xixin Avenue.
Take the donation of 546 million yuan to build Xixin Avenue as an example, with a total length of 5.31 kilometers, and the cost per kilometer exceeds 100 million yuan. Maotais 900 yuan is really not high. he said that the original old road had basically acceptable road conditions, but the cost of more than 500 million yuan (New Road) only reduced the original distance by half and the vehicle travel time by 25 minutes.
The reporter inquired about Guizhou Maotai donation announcement on October 26, and found that the company said that after the completion of the Xixin Avenue Project, the companys Maotai series liquor production base could be directly connected to the expressway, greatly reducing the logistics transportation cost and breaking the production logistics transportation bottleneck, but it did not make a detailed description of the Xixin Avenue Project.
So, is it true that Maotai 900 yuan is not really high? At noon on December 2, the reporter of international finance Daily called the Secretary Office of Maotai in Guizhou Province to seek confirmation. The relevant staff said that the specific situation needed to be inquired from another department. Subsequently, the reporter called the relevant person in charge again according to the contact information provided by the reporter. However, after the call was connected, the person in charge declined the interview because he was in a meeting.
On May 10, the opening ceremony of the fast logistics channel project in Xinzhai area of 201 plant of Maotai Liquor Co., Ltd. was held. The total investment of the project is expected to be 674 million yuan, of which about 554 million yuan is invested by Maotai Group through special donation, which is organized and implemented by Xishui County Peoples government, and will be completed and opened to traffic in July 2021. According to the reporters inquiry, on May 11, Guizhou Maotais official website published an article entitled construction of fast logistics channel project in Xinzhai area of 201 factory, which said that the road section involved in the project started from the high-speed connecting line of Xishui economic and Technological Development Zone and ended at the red line of technical transformation project of 30000 tons of Maoxiang liquor in Xinzhai area of 201 factory, with a total length of 5.31km, which was constructed according to the standards of first-class highway and municipal road. After the completion of the project, the distance from Xishui Expressway to Xinzhai area will be shortened by half, and the vehicle travel time will be reduced from half an hour to five minutes, and the regional traffic pattern will be further optimized.
Our most basic appeal at present is to ask Maotai in Guizhou to cancel the donation to the sewage treatment plant and the construction project of Xixin Avenue, which is illegal and invalid. Song Lin said that if the former does not make corresponding changes, investors will investigate the responsibility of relevant responsible persons, including directors, because if they exceed their authority, the directors themselves should also bear the responsibility..
He has a deep relationship with the informer
In fact, if we lengthen the time line, it is not the first time that Guizhou Maotai has been reported by investors in real name.
At the beginning of May 2019, Guizhou Maotai Group Marketing Co., Ltd. was officially unveiled. The joy of one hundred billion Maotai has not dissipated, but the capital market has caused a great stir. As the controlling shareholder is suspected of encroaching on the interests of the listed company, on May 6, 2019, Maotais 900 yuan is not really high sent an article on the microblog saying that his real name was real, and sent a complaint letter to the public hotline of Shanghai Stock Exchange. In his opinion, Maotai liquor is currently in great demand, and the national supermarkets are all fighting to get the distribution right. However, Guizhou Maotai Group Marketing Co., Ltd. is a subsidiary of Maotais major shareholder, so it can easily obtain the distribution right of more than 10 times of the sales volume without going through any bidding procedures. This is an obvious benefit transmission and related party transaction.
On the microblog platform, minority shareholders of Maotai in Guizhou have praised and forwarded their support to this microblog. Late in the night of May 7, 2019, the Shanghai Stock Exchange issued a regulatory letter, asking Guizhou Maotai to state whether it plans to operate the Maotai liquor quota of the listed company directly and whether it is possible to form a large amount of related party transactions under the condition that the controlling shareholder establishes a marketing company and wholly owns the shares.
It was not until August 9, 2019 that Maotai, Guizhou Province, responded to the above inquiry letter, three months after it received the regulatory letter from Shanghai Stock Exchange. As for the issue of suspected interest transmission that the industry is concerned about, Guizhou Maotai stressed in the announcement: the controlling shareholder shall abide by the commitment made when the company is listed, the sales price of the above transaction is the same as the purchase price or pricing principle of other non affiliated dealers, and the standard of no more than 5% of the companys net assets at the end of 2018 will not form a direct relationship with the company due to the above transactions The direct or indirect competitive relationship will not damage the rights and interests of the company and the minority shareholders due to the above transactions.
On Weibo, the profile of Maotai 900 yuan is really not high is people who cant drink but like Maotai stock. Currently, it has 36528 fans, and the content of microblog is mainly related to Maotai.
I have been holding shares of Maotai in Guizhou since 2014, and have deep feelings for the company. Since 2018, I have published opinions on Maotai on the microblog platform. In the interview, when asked about the identity of Maotai 900 yuan is not really high, he did not disclose too much to reporters. He only said that he was a typical Maofen. He changed his microblog name three times, from Maotai 300 yuan is not high to Maotai 600 yuan is not high to the current Maotai 900 yuan is not high. From the perspective of Maotai 900 yuan is really not high, whether it is the report of illegal donation in Maotai, Guizhou, or the establishment of marketing company in May 2019, from a long-term perspective, it is hoped that through the above actions, listed companies can be supervised and promoted to further improve the corporate governance system. According to a number of investors including Song Lin, similar views were also mentioned in interviews. According to the reporters understanding, at present, Song Lin is also complaining to the relevant departments on the issue of horizontal competition in Maotai, Guizhou. (reporter Ma Yunfei) source of this article: Chen Hequn, editor in charge of International Finance_ NB12679
I have been holding shares of Maotai in Guizhou since 2014, and have deep feelings for the company. Since 2018, I have published opinions on Maotai on the microblog platform. In the interview, when asked about the identity of Maotai 900 yuan is not really high, he did not disclose too much to reporters. He only said that he was a typical Maofen. He changed his microblog name three times, from Maotai 300 yuan is not high to Maotai 600 yuan is not high to the current Maotai 900 yuan is not high.