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The main body of Bitmain’s two official micro account registrations has been transferred, and some of the shares in Fujian Zhanhua have been frozen into the rights and interests of Baozhanke Group?

Author: Liu Yongsheng

Recently, with the sharp rise and fall in the price of bitcoin, the infighting of mining giant Bitmain has also escalated.

“Daily Economic News” reporter noticed that on January 7, Bitmain’s WeChat public account formerly known as “Ant Pre-sales Service” issued a statement to perform account migration due to “operational needs.”

On January 9th, the WeChat public account of Bitmain, which was originally certified as “ANTMINER”, also migrated its account.

Every time the reporter noticed, Fujian Zhanhua Intelligent Technology Co., Ltd. and Tianjin Shunhua Technology Co., Ltd., the parties involved in the two account migrations, are all wholly-owned subsidiaries of Bitmain. The old account main body, Fujian Zhanhua Intelligent Technology Co., Ltd., whose legal representative is the bitcoin co-founder and the largest shareholder who was caught in internal strife and was “dismissed from all positions” by Wu Jihan, co-founder of Bitmain Jenke Mission.

Since October 29, 2019, the original chairman of Bitmain’s Zhanke Group was abruptly dismissed from all positions, a series of incidents occurred in Bitmain, and the Zhanke group stepped down as the legal representative of the relevant subsidiary. Regarding this, Zhanke Group also issued an open letter saying that it would return to the company through legal channels as soon as possible, ending this extraordinary period and restoring the normal order of the company. “If anyone must fight, we will war them.”

All positions were removed during the Jenke regiment’s business trip

Everything came very suddenly.

On October 29, 2019, Wu Jihan, co-founder of Bitmain, sent an e-mail to the company’s employees, saying that all positions of Zhanke Group in Bitmain would be removed, which would take effect immediately. “Any employee of Bitmain shall no longer execute the Zhanke regiment’s instructions and may not participate in the meeting convened by the Zhanke regiment. If there is a violation, the company will consider dismissing the labor contract depending on the circumstances of the case; if it causes damage to the company’s economic interests, the company will be held civil or criminal responsibility according to law.”

On the previous day, the National Enterprise Credit Information Disclosure System revealed that the executives of Bitmain had changed. The former chairman of Bitmain Zhan Ketuan resigned from his legal representative and manager and was replaced by Wu Jihan.

In response to this, on November 7, 2019, the Zhanke Group open letter responded, “It is very embarrassing. As the founder and the largest shareholder of Bitmain, I have never known that the legal representative registered in the government department will actually go to work for himself. Suddenly changed without a business trip and without knowing it. When the drastic changes came, I knew that there have been countless times in the film and television dramas, and the “brothers” who struggled together with their once-trusted partners were fiercely behind. The bridge segment of the knife will really happen. “

Regarding the change, Bitmain responded to the media that Bitmain changed its legal representative’s legal compliance and obtained the support of all employees. At present, the company operates in an orderly manner, the core team remains stable, continues to maintain the main business direction of the blockchain, and steadily advances the horizontal expansion of artificial intelligence. Shareholder disputes will be resolved through normal legal channels.

Is the replacement of the Zanke Corps a violation of the law or what legal risks are there? “Daily Economic News” reporter interviewed China’s well-known legal expert Qi Aimin. Qi Aimin said: “The legal representative is an important matter recorded in the company’s articles of association. The removal of the legal representative requires the convening of a shareholders ‘meeting to amend the company’s articles of association, and then holds the shareholders’ meeting resolution and the revised draft of the articles of association to the industrial and commercial registration authority for change registration. If the shareholder meeting is not replaced and the company’s articles of association are changed, then the change is invalid. Under the premise of complying with relevant procedures, the key to whether the legal representative is replaced is who the controlling shareholder supports. In addition, it depends on the company’s articles of association to the legal representative How people are regulated. Whoever the controlling shareholder supports will win. The procedural entanglement is only temporary winning or losing. “

What is the significance of the legal representative to the company? How does changing the company’s legal representative and executive director affect the company’s operations? Qi Aimin believes that, in general, the legal representative has the company’s internal management rights and external contracting rights. Article 13 of China’s “Company Law” provides that the legal representative of a company shall be the chairman, executive director or manager and shall be registered in accordance with the law in accordance with the provisions of the company’s articles of association. When a company’s legal representative is changed, it shall go through the change registration. Therefore, for a company, changing the legal representative usually means that the above positions are removed, and the holder of internal management power is replaced. Because only the legal representative has the right to sign foreign transactions, and others can only sign contracts as agents if authorized by the legal representative, the removal of the legal representative has a significant impact on the company’s operations.

Zhanke Retires

Zhanke Group was “resigned” as the legal representative and executive director of Beijing Bitmain Technology Co., Ltd. This is not the end. According to Qixinbao data, on November 5, 2019, the post of Jenke Regiment was replaced by Wu Jihan, co-founder of Bitmain.

On November 15, Zhanke Tuan stepped down as legal representative and executive director of Shoufeng Technology (Beijing) Co., Ltd., an important wholly-owned subsidiary of Bitmain, and Xu Weiliang took over. Wu Jihan also stepped down as supervisor and was replaced by Li Yanchi. On November 26, the Zhanke Group retired from the position of Manager of Shufeng Technology and was replaced by Xu Weiliang.

On November 25, Zhanke Tuan stepped down as the director and legal representative of Tianjin Diwei Shushi Technology Co., Ltd., a wholly-owned subsidiary of Bitmain, and was replaced by Xu Weiliang. Wu Jihan stepped down as director and was replaced by Li Yanchi.

Bitmain’s important subsidiaries freeze

On December 16, 2019, public information showed that the Fujian Changle People’s Court froze Beijing Bitmain Technology Co., Ltd.’s wholly-owned subsidiary Fujian Zhanhua Intelligent Technology Co., Ltd.’s 3.6 million yuan of equity and other investment interests, frozen time From December 16, 2019 to December 16, 2021.

Fujian Zhanhua Intelligent Technology Co., Ltd. has a registered capital of 10 million yuan. Zhanke Tuan still serves as the company’s legal representative and executive director. Zhanke Group’s stake in Bitmain is 36%, and the amount frozen this time is 3.6 million. Some people think that this is a counterattack of the Jenke regiment, in order to prevent his related interests in the Bitmain subsidiary from being affected.

Can the equity freeze protect the rights and interests of the major shareholder Zhan Ketuan? Qi Aimin said that the equity freeze can effectively limit the transfer of equity and prevent other major shareholders of Bitmain from affecting the operating activities of Bitmain’s related holding subsidiaries through board resolutions. Therefore, this behavior has a better protection of the rights and interests of Zhanke Group.

What kind of impact will the equity freeze have on Fujian Zhanhua? Will it affect the company’s normal operations? Qi Aimin said, “Generally speaking, equity freeze is a compulsory measure of the people’s court to restrict the owner of equity to withdraw or transfer their own equity. According to industrial and commercial registration data, Fujian Zhanhua Intelligent Technology Co., Ltd. is wholly-owned by Beijing Bitmain Technology Co., Ltd. Holding, the court ’s freeze of equity will restrict Bitmain ’s free transfer of Fujian Zhanhua ’s equity and prevent the erroneous loss of equity income. In consequence, the equity freeze did not deny Bitmain ’s shareholder qualifications, so Fujian Zhanhua ’s It can also carry out normal business activities. “

And Zhang Zhisheng, the founding partner of Beijing Xiuzhong Law Firm, analyzed the reporter of “Daily Economic News”: “First of all, Beijing Bitmain Technology Co., Ltd.’s sole shareholder is Bitmain Technologies Limited, and Zhanke Group is a shareholder of Bitmain Technologies Limited. The equity freeze can limit Bitmain’s disposal of equity and achieve the purpose of property preservation. Therefore, the equity freeze can protect the rights and interests of the major shareholder Zhanke Tuan. “And for the impact of the equity freeze, Zhang Zhisheng believes that the equity freeze will make Fujian Zhanhua’s part of the equity undisposable. , But will not have a material impact on the company’s operations.

According to foreign media reports, the Zanke group filed a subpoena in December 2019 asking the Cayman Islands court to revoke a shareholder’s decision in November 2019, which deprived him of voting control over Bitmain.

On January 6, Zhanke Group issued an open letter again, stating that he had entrusted legal matters to lawyers and continued to pay attention to the company’s situation.

Sources said that Bitmain plans to lay off employees, claiming to lay off half of its staff, and R & D is the focus of layoffs, of which the AI ​​business will be cut by two-thirds (the original team of Zhanke Group).

In response to Bitmain’s official statement that the layoff was to cope with the pressure of bitcoin halving in five months, the Zhanke group obviously had different opinions-January 2019 was the most difficult time for Bitmain, and the operating indicators improved month by month. “In the past two months, although I have not seen the financial report, I believe that the operating indicators will not be worse. The situation is much better than the beginning of 2019.”

Bitmain’s co-founder and current chairman Wu Jihan wrote in a circle of friends: “Don’t be used as a gun, it’s not convenient to leave a notorie.”

Some employees who have left Bitmain told the media that the ongoing layoffs and drool wars have done great harm to Bitmain.

Not only did Jenke Tuan resign, but on January 2nd, Qixinbao showed that important industrial and commercial changes occurred again in Bitmain. Wu Jihan stepped down as the legal representative of Bitmain, and CTO Liu Luyao took over.

Bitmain has submitted a prospectus to the Hong Kong Stock Exchange. The prospectus shows that, based on 2017 revenue, Bitmain is the world’s largest ASIC-based cryptocurrency mining machine company, with a market share of 74.5%. The prospectus disclosed that Zhanke Tuan held 36% of Bitmain, the largest shareholder; followed by Wu Jihan, with a shareholding ratio of 25.25%, but they were not absolutely controlled.

Earlier, there was news about the discord within Bitmain. Regarding whether to develop the AI ​​chip business, Zhan Ketuan and Wu Jihan have great differences.

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