Chinese miner in court over illegal mine deal

Source: Chinese miner in court over illegal mine deal – #Asakhe – CITE

A local mining company, Fools Mine Investments (Pvt) Ltd, located at Hope Fountain Milling Center, has made an application to the High Court seeking relief over an alleged illegal sale of the mine by a Chinese national, who also allegedly changed its name illegally.

According to the court application seen by CITE, the illegal sale resulted in the name Fools Mine (Pvt) Ltd being unlawfully changed to Sheng An Mining (Pvt) Ltd.

Fools Mine, through its Corporate Rescue Practitioner, Dumisani Dube, is seeking a High Court order to revert the name to the original Fools Mine (Pvt) Ltd and declare the Certificate of Change of Name issued in 2022 null and void.

In the application, Zhiyuwan Wang, the Registrar of Deeds, Companies and Intellectual Property, and the Master of the High Court in Zimbabwe are cited as the first and second and third respondents respectively.

Dube cited that he was appointed the Corporate Rescue Practitioner on April 22, 2024, and conducted investigations that revealed an illegal name change of the mine.

“Fools Mine was incorporated in Bulawayo on August 14, 2003, under registration number 1842/2003. I reviewed all company documents to understand the affairs of the applicant in relation to statutory obligations to ZIMRA, NSSA, ZETDC, and other related entities. I interviewed current and former employees of the applicant,” the application read.

“I also interviewed Mr. Mohamed Daka, who holds a Power of Attorney granted to him by Xu Xiaofei to oversee the applicant’s affairs. I corresponded with one of the beneficial shareholders, Xu Xiaofei, a Chinese national whose family invested in the applicant’s mining operation at Hope Fountain Milling Center.”

Dube noted in his application that on an unknown date, the entire shares of Fools Mine were purchased by Xu Shuixing, using the mine as a foreign investment vehicle in Zimbabwe.

He said Xu Shuixing was assisted by Wang, who had acquired Zimbabwean national identity documents and was posing as the local partner for Xu Shuixing in pursuing the foreign investment.

“Upon acquiring the entire shares in the applicant, Xu Shuixing split the shareholding of 20,000 ordinary shares between his son Xu Xiaofei and the first respondent’s son Bo Wang. The directors were Xu Xiaofei, Bo Wang, and Guang Xiaoyu, Wang’s son-in-law. Fools Mine was granted Special Grant No. 5167 for an area covering approximately 241 hectares at Hope Fountain to establish a gold mining operation with an investment value of US$7 million.”

Dube said Xu Shuixing was poisoned at Hope Fountain Milling Centre and had to return to China in critical condition, where he died three days after arrival in February 2021.

“Following his father’s death, Xu Xiaofei became the beneficial shareholder of the applicant, and the administration of his father’s estate in Zimbabwe is still pending. The special grant issued to Fools Mine expired in May 2021, and efforts to renew it faced administrative challenges,” the application read.

“The mining operations at Hope Fountain Milling Centre were subsequently stopped by the Provincial Mining Director, Matabeleland South, due to the expiry of the special grant.”

Dube highlighted that in February 2022, the Registrar of Deeds, Companies and Intellectual Property issued a Certificate of Change of Name certifying that Fools Mine had changed its name to Sheng An Mining (Private) Limited.

“The purported change of name to Sheng An Mining (Private) Limited was done irregularly without compliance with the mandatory provisions of section 26 of the Companies and Other Business Entities Act. There was no special resolution by the Fools Mine board of directors to obtain the written approval of the Registrar of Companies to change the name as required by section 26(1) of the Act,” the application read.

“No written approval to change Fools Mine’s name was given by the Registrar of Companies, and there was never a resolution requesting such approval. There was no publication in the Gazette and in a daily newspaper of an advertisement stating the change of name as required by section 26(2) of the Act.”

“Consequently, the non-compliance with section 26 of the Act renders null and void the issuance of the Certificate of Change of Name dated February 3, 2022. It is a settled position of law that nothing can flow from or depend on any act or conduct that is null and void. The irregular and unlawful change of name did not, and could not, result in any valid consequences.”

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