The independent director of the "Metaverse" small leader went bankrupt and investigated overnight: the actual controller was suspected of occupying capital or transferring benefits

On December 14, Meisheng Culture, a small leader in the Metaverse, once again hit the daily limit, with the number of consecutive daily limits reaching 5.

In just 5 trading days, Meisheng Culture's cumulative increase exceeded 60%, and the company's market value jumped from approximately 4 billion yuan to 6.3 billion yuan.

Such a strong rise is mainly because the market regards Meisheng Culture as one of the metaverse concept stocks, and the metaverse concept has been very popular recently.

The industry generally believes that the metaverse uses blockchain, virtual space, AR/VR and other technologies to build a virtual real world. Among them, AR/VR technically solves the problem of interaction between the virtual world and the real world, builds an entry and exit channel for the metaverse, and is the core technical support of the metaverse.

On October 28 this year, Meisheng Culture responded to investors' questions and said, "The company began to deploy AR/VR industry in 2015 and 2016, and Metaverse (Shenzhen) Industrial Group Co., Ltd. is a subsidiary of Meisheng Audemars Piguet."

However, the market did not pay attention to this hot topic at that time, and the stock price of Meisheng Culture has been tepid until it was recently discovered and speculated by hot money.

The subsidiary seemed to have made a good bet. But the actual controller failed. The company's three independent directors investigated and verified overnight that the actual controller was suspected of misappropriating funds or transferring benefits.

On December 11, Meisheng Culture announced that from January to September this year, Meisheng Holdings had occupied a total of 770 million yuan of Meisheng Culture's funds, of which 462 million yuan was occupied by directly transferring funds to the controlling shareholder and its affiliates, 244 million yuan was occupied by external investment, 3.4834 million yuan was occupied by providing loans to suppliers, and 60 million yuan was occupied by repaying the controlling shareholder's loans through affiliates. As of the end of September, 301 million yuan had been returned, and 468 million yuan had not been returned.

The company stated that the matter may constitute the circumstances stipulated in Article 13.3.1 and Article 13.3.2 of the Shenzhen Stock Exchange's "Stock Listing Rules (Revised in 2020)" and may be subject to other risk warnings by the Shenzhen Stock Exchange.

Meisheng Culture said that the company will urge the controlling shareholder and its related parties to resolve the issue of capital occupation as soon as possible. As of the announcement date, the company has received a repayment of 468 million yuan from the controlling shareholder, and the subsequent annual audit accounting firm will verify the above-mentioned capital occupation.

It is worth noting that in the reply to the inquiry letter issued on the same day, three independent directors of Meisheng Culture also stepped forward, believing that the actual controller was suspected of misappropriating funds or transferring benefits.

In April this year, Meisheng Culture invested in six companies including Suzhou Xiucheng, and became a shareholder of these six targets on April 30.

In response, the Shenzhen Stock Exchange issued an inquiry letter, requiring independent directors to verify the above matters and to express specific opinions on the business logic and rationality of the above six investments, and whether they constitute misappropriation of funds or transfer of benefits.

The independent director replied: "At 5 pm on February 9, the company informed the three independent directors for the first time that the Shenzhen Stock Exchange's Listed Company Management Department II had sent an inquiry letter on October 27 of this year. After learning about it, the three independent directors checked and verified it overnight. Based on the information currently available, we believe that these six investments are all deliberate illegal operations by the company in order to achieve the purpose of occupying the actual controller's funds or transferring benefits."

The independent director also stated that whether it is the review of the 2021 interim report or the 2021 third quarter report, he is very concerned about violations of regulations and laws such as major shareholders' misappropriation of funds and transfer of interests.

"At the board meeting, our independent directors repeatedly asked the company whether there were any violations of regulations regarding the sharp increase in the balance of accounts receivable and other equity instrument investments, but all were denied by the executive directors and senior management. When reviewing the third quarter report, independent director and audit committee chairman Lei Xintu focused on asking the internal executive directors and chief financial officer about the above issues, and also received a denial response. At the board meeting, the independent directors reminded and warned the company's internal executive directors and chief financial officer to act in compliance with the law." said the independent director.

In the view of industry insiders, the fact that the independent director conducted investigations and verifications overnight and disclosed to the public that the actual controller was suspected of misappropriating funds or transferring benefits shows that the independent director is playing a real role.

Recently, the first-instance verdict of the Kangmei case was announced. According to the verdict, five independent directors, whether former or current, involved in the Kangmei case were sentenced to bear joint and several liability, and the total amount of compensation they may have to pay is up to about 369 million yuan, which is in sharp contrast to their annual salary of only about 100,000 yuan.

The above three independent directors clearly pointed out the violations of the actual controller. Could it be that the "shock" in the independent director circle caused by the Kangmei case has begun to take effect?