According to Zhitong Finance App, Mengjie Co., Ltd. (002397.SZ) issued an announcement. The company's largest shareholder, Changsha Jinsen New Energy Co., Ltd. (“Jinsen New Energy” for short), and the trustee Li Guofu and client Liu Bi'an, who signed the “Shareholding Agreement” for some of Jinsen New Energy's shares, received the “Notice of Case Filing” from the China Securities Regulatory Commission on November 2 and 3, 2023. On January 22, 2024, the company received the “Advance Notice of Administrative Penalties” issued by the Hunan Regulatory Bureau of the China Securities Regulatory Commission.

According to reports, on June 29, 2022, Jinsen New Energy disclosed the “Detailed Equity Change Report of Hunan Mengjie Home Textiles Co., Ltd.”, stating that Li Guofu holds 42.623% of Jinsen New Energy's shares, Liu Yanming holds 32.7869% of Jinsen New Energy's shares, and Liu Yanming is the legal representative of Jinsen New Energy. Li Guofu and Liu Yanming signed the “Concerted Action Agreement”. Li Guofu can actually use 75.4099% of Jinsen New Energy's voting rights, and Li Guofu is the controlling shareholder and actual controller of Jinsen New Energy.

After investigation, Li Guofu signed the “Proxy Shareholding Agreement” with Liu Bi'an on June 21, 2022. The “Proxy Shareholding Agreement” states that Liu Bi'an commissioned Li Guofu to hold shares in Jinsen New Energy on his behalf, with an entrustment ratio of 42.62%. Liu Yanming signed the “Shareholding Agreement” and “Legal Representative Agent Agreement” with Liu Bi'an on March 10, 2022. The “Shareholding Agreement” states that Liu Bi'an appointed Liu Yanming as an intermediary to hold 32.78689% of Jinsen New Energy's shares; the “Legal Representative Proxy Agreement” states that Liu Bi'an is the actual legal representative of Jinsen New Energy, and Liu Bi'an appointed Liu Ming as the nominal legal representative.

In the inquiry transcript, Liu Bi'an admitted that he set up Jinsen New Energy, raised funds to acquire the company, and commissioned Li Guofu and Liu Yanming to hold shares on their behalf. They are the actual controllers of Jinsen New Energy. In the “Detailed Equity Change Report”, Jinsen New Energy did not truthfully disclose that Liu Bi'an is the actual controller of Jinsen New Energy; instead, Li Guofu, who holds the shares on behalf of Jinsen New Energy, is the actual controller of Jinsen New Energy. As a result, the “Detailed Equity Change Report” disclosed by Jinsen New Energy contains false records about the controlling shareholders and actual controllers.

As an obligor to disclose information, Jinsen New Energy has false records in the disclosure of information on controlling shareholders and actual controllers in the “Detailed Equity Change Report”, which violates the provisions of section 78 (1) and (2) of the “Securities Law” and section 3 (3), section 16, and section 17 (1) of the “Securities Regulatory Commission Order” (Securities Regulatory Commission Order No. 166), constituting acts described in section 197 (2) of the “Securities Law”.

Li Guofu did not truthfully inform the fact that he held the shares on behalf of Jinsen New Energy. As an executive director of Jinsen New Energy, he participated in and carried out illegal acts of information disclosure, which led to false records of the information disclosed by Jinsen New Energy, and was the other person directly responsible. Liu Yanming did not truthfully inform the fact that he held the shares on behalf of Jinsen New Energy. As the legal representative and general manager of Jinsen New Energy, she participated in and carried out illegal acts of information disclosure, which led to false records of the information disclosed by Jinsen New Energy, and was the other person directly responsible. As the actual controller of Jinsen New Energy, Liu Bi'an raised capital, set up Jinsen New Energy to acquire the company, and arranged for Li Guofu and Liu Yanming as shareholders in the name of Jinsen New Energy. Liu Bi'an did not truthfully inform the fact that the shares were held on behalf of him, and organized and ordered illegal acts of information disclosure, which led to false records of the information disclosed by Jinsen New Energy.

The Hunan Supervisory Authority plans to decide to give Li Guofu a warning and fine of 1 million yuan; give a warning and fine of 1 million yuan to Liu Yanming; give a warning and impose a fine of 1.5 million yuan on Liu Bi'an; order corrections, give a warning, and impose a fine of 1.5 million yuan on Jinsen New Energy.