Chinese wins back company shares

MASERU – THE High Court has nullified the appropriation of shares owned by a Chinese national by a Mosotho man saying the process in which shares were transferred was flawed.

High Court judge Justice Moroke Mokhesi last Thursday found that Teboho Mothebesoane had kicked out the Chinese man, Shen Yao, out of the company in absentia.

Mothebesoane became the sole shareholder and signatory.

Justice Mokhesi however found that the process in which Shen was booted out was deeply flawed and overturned the new ownership structure.

Mothebesoane had made himself the sole signatory of Meriting Holdings (Pty) Ltd.

Mothebesoane and his Meriting Holdings made headlines in 2019 when his Chinese partners took the Lesotho Post Bank to task after M6.9 million was transferred from the company’s account without their knowledge.

The then finance director at the bank, Themba Sopeng, was suspended on claims that he had facilitated the fraudulent transfer of the money to an account belonging to Teboho Construction, also known as First Choice, held with the First National Bank.

Sopeng told the court that Mothebesoane went to the bank with revised company documents claiming he was now the sole signatory.

Sopeng also told the court that investigations had revealed that Mothebesoane had forged the signature of Shen.

Yao then sued Mothebesoane, Meriting Holdings, and the Lesotho Post Bank seeking to reverse the forfeiture of his shares.

In his ruling, Justice Mokhesi found that the share forfeiture action by Mothebesoane was flawed.

Shen held 51 percent of the shares while Mothebesoane held 49 percent.

As time went by, the court found, relations between the two shareholders soured.

This was manifested when Mothebesoane represented to the FNB that he was the sole director and shareholder.

Shen, the court found, discovered that a meeting was held in his absence and a decision to appropriate his shares was made.

Justice Mokhesi also found that Shen further discovered that Mothebesoane notified him of the meeting through a registered mail which he posted on December 11, 2018 inviting him to the meeting that was held the previous day.

A further discovery was that he had been called to another meeting that was to be held on December 3, 2018 where the agenda was his failure to pay for the shares.

Mothebesoane had sent the invitation via a registered mail, again.

Shen also discovered that he had been invited to attend a meeting on December 7 to discuss the December 3 agenda.

Mothebesoane, the court found, changed the shareholding structure of the company to a single shareholding on December 10, 2018.

In summary, Justice Mokhesi found that a notice convening a meeting for December 7, 2018 was posted and registered on December 11 although it was authored on December 3.

A notice calling a meeting for December 10, 2018 was written on December 7 but was only posted on December 13.

A notice calling the December 3, 2018 meeting was posted on December 4, although it was authored on November 28.

“Without doubt, these notices were posted after the meetings were supposedly held, and this leads to an inescapable conclusion that (Yao) was not notified of the meetings,” Justice Mokhesi said.

“These irregularities vitiate the resolutions which were passed,” he said.

Caswell Tlali