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interface news reporter | shen wei

more than five months after the change of control, gengxing co., ltd. (600752.sh) finally completed the replacement of its management.

on the evening of august 28, gengxing co., ltd. issued an announcement that after deliberation at the 22nd meeting of the 8th board of directors, the company's board of directors agreed to dismiss tang yonglu from the position of general manager, li xiuxin from the position of secretary of the board of directors, and liang mingmei from the position of deputy general manager. after the dismissal, the above-mentioned personnel will no longer hold any other positions in the company.

following the change of board of directors, all members of the original controlling shareholder zhonggeng group were replaced, and the company's senior management also underwent a major reshuffle.

however, just before the handover, the original management still posed a "problem" to the new executives: the official seal was gone.

according to an announcement from gengxing shares, during the company's handover process, the current management team received the company seals, certificates and other documents in accordance with the "company articles of association", but was told that the company seals, certificates and other documents had been lost and were unable to complete the relevant handover procedures.

in response, gengxing co., ltd. stated that it will seek help and support from the securities regulatory authorities, public security organs, and industrial and commercial administrative authorities, and take various legal and compliant measures to recover or reissue the company's relevant seals, licenses, etc.

a senior corporate finance person told jiemian news that company seals and certificates are the most important seals and credentials of a company. they may not be used as frequently as financial seals and contract seals in mature companies, but there is a risk of illegal use in corporate governance and external contract signing. "if it is confirmed that the use is not authorized by the company, the illegal use of official seals and related credentials is a violation of laws and regulations, and legal liability will be pursued."

internal strife has been going on for a long time

gengxing co., ltd. also stated in the announcement: the risk of loss or loss of control of the above-mentioned seals of the company has had an adverse impact on the company's governance. the company will pursue the legal responsibilities of the relevant responsible persons in accordance with the law and investigate all losses caused to the company.

in addition, during the above-mentioned risk period, gengxing shares will not recognize any contracts, agreements, documents of a contractual nature or other written documents signed by anyone using the above-mentioned seals, and will pursue the legal liability of the relevant responsible persons and pursue all losses caused to the company in accordance with the law.

interface news reporters noticed that recently, the equity of zhonggeng group, the original major shareholder of gengxing shares, was auctioned, and the management handover was not smooth after the new controlling shareholder took over.

in early march 2024, all 79.9296 million shares of gengxing held by zhonggeng group were auctioned off by the court. among them, zhejiang haixin energy co., ltd. (hereinafter referred to as "haixin energy") won 55.5 million shares, accounting for 24.10% of the company's total share capital.

as a result, haixin energy became the new owner of gengxing shares, and the actual controller of the company was changed from liang yanfeng to zhong renhai.

however, it was not until two months later, on may 21, that the new controlling shareholder nominated a director for by-election to the board of directors through the annual shareholders' meeting. since then, haixin energy has repeatedly requested to convene an extraordinary shareholders' meeting to re-elect the board of directors, but all requests were rejected by the original board of directors.

on july 31, haixin energy held an interim shareholders meeting on its own, dismissed the original board members including liang yanfeng, the actual controller of zhonggeng group, and nominated new directors. the new non-independent directors all came from companies under the new actual controller zhong renhai.

on august 1, the board of directors elected zhao chenchen as chairman. according to the relevant provisions of the articles of association, the chairman of the company is the legal representative of the company. therefore, the current management also asked the original management staff to count and hand over relevant materials.

subsequently, how will the company handle the seal issue and whether there are other circumstances in the management handover? on august 29, interface news reporters called the secretary's office of gengxing co., ltd. many times, but no one answered the call.

new shareholders have suffered a loss of nearly 30%

according to data, gengxing co., ltd. was listed on the shanghai stock exchange main board in 1996, and it has been nearly 28 years since then. its main business has expanded from refrigerators and freezers to real estate and coal chemical bulk transactions. in 2017, zhonggeng group spent more than 2 billion to acquire control of oriental silver star and changed its name to gengxing co., ltd. in 2023.

from 2018 to 2020, after zhonggeng group took over, the company's net profit remained stable at around 20 million, but since 2021, its performance began to decline, and its net profit after deducting non-operating items has been in the red for three consecutive years.

in 2023, gengxing shares began to expand into areas including investment and construction of new energy vehicle charging infrastructure, development of charging smart platforms and charging operation services. in that year, the company achieved operating income of 818 million yuan, a year-on-year decrease of 55.72%; the net profit attributable to the parent company was -51.4953 million yuan, a year-on-year decrease of 461.96%.

in the first half of this year, gengxing co., ltd.'s losses widened, with revenue of 223 million yuan, a year-on-year increase of 6.70%; net profit attributable to the parent was -36.5884 million yuan, compared with -19.7412 million yuan in the same period last year.

in addition, on january 15 and june 13, 2024, gengxing co., ltd. and its former controlling shareholder zhonggeng group were filed for suspected violations of laws and regulations on information disclosure. last year, the company was issued two warning letters by the fujian securities regulatory bureau due to information disclosure issues.

as of august 29, the share price of gengxing co., ltd. closed at 5.15 yuan, down 50.58% from the beginning of the year. compared with the auction price of 7.09 yuan per share of haixin energy, it has also fallen by more than 27%.