Qingdao Chuanshan International Culture Communication Co. Ltd has warned against unauthorised changes to the shareholding and corporate governance of Chuanshan International Mining Co. Ltd, saying it could challenge disputed transactions and company registrations through Kenya’s legal system.

In a public statement addressed to the press, business partners, clients and other stakeholders, Qingdao Chuanshan said it remains a lawfully registered shareholder of the mining company and is entitled to exercise its rights under Kenya’s Companies Act, 2015, the company’s constitutional documents and the applicable shareholders’ agreement.

Mr. Ma Rubin, the legal representative of Qingdao Chuanshan International Culture Communication Co. Ltd, said the company would protect its interests through appropriate legal and regulatory channels.

“The change of Qingdao Chuanshan’s legal representative has been duly completed, and I am now the registered legal representative authorised to act on behalf of the company,” Mr. Ma said.

According to the statement, the change was formally registered on June 10, 2025. Qingdao Chuanshan maintains that documents, instructions or undertakings issued in its name that have not been confirmed by its current legal representative should not be treated as reflecting its position.

The company said its shares in Chuanshan International Mining were acquired using legitimate funds and through lawful procedures, with its ownership recorded in the Register of Members, annual returns and other filings maintained by Kenya’s Registrar of Companies.

It rejected suggestions that its shareholding was unclear, held through a nominee arrangement or invalid, describing such claims as lacking factual and legal foundation.

Dispute over shareholder rights
At the centre of the dispute is Qingdao Chuanshan’s assertion that its status as a registered shareholder entitles it to participate in the mining company’s governance and oversight.

The company said its rights include access to financial and operational information, inspection of corporate records, participation in shareholder meetings, voting on resolutions and involvement in decisions concerning directors, investments and financing.
It also cited rights relating to dividends, share transfers, protection against unlawful dilution of its ownership interest and access to legal remedies where its interests are allegedly prejudiced.

Qingdao Chuanshan warned that these rights cannot lawfully be restricted through unilateral correspondence, internal documents or registration processes that fail to comply with applicable legal requirements.

It said proposed changes involving share transfers, new share issues, directorships, constitutional amendments or control of the mining company must follow the relevant authorisation and notification procedures.

The company warned that it would challenge corporate actions or registrations it considers to have been undertaken without valid authorisation or required notice.

Lukan letter questioned
Qingdao Chuanshan also disputed a letter reportedly submitted by Lukan Company to the Registrar of Companies requesting that notices be sent only to the majority shareholder. It argued that the letter did not constitute a valid shareholder or board resolution and did not meet the applicable threshold for a special resolution, which it says requires at least 75 per cent of votes cast.

The company maintains that the correspondence could not override statutory obligations or justify excluding other registered shareholders from notices to which they are legally entitled. It said it would not recognise the letter or subsequent processes based on it if they were inconsistent with Kenyan law and corporate governance requirements.

Qingdao Chuanshan called on the Registrar and the mining company to ensure that shareholder notifications and corporate filings comply with the law.

The claims concerning the letter, voting threshold and validity of any resulting corporate action have not been independently verified. Their legal effect would depend on the relevant company documents, the facts and applicable Kenyan law.

Legal action remains an option
Qingdao Chuanshan said it reserves the right to seek court orders, including injunctions, declarations on the validity of disputed transactions and rectification of company records where legally justified.

It also warned against unauthorised share transfers, capital increases, asset disposals, the granting of security over company assets and other transactions undertaken without proper authority.

The company said it could pursue civil, administrative or criminal proceedings in Kenya, China or other competent jurisdictions, where appropriate, and seek compensation for proven financial losses and reputational damage.
It urged business partners, financial institutions, suppliers and customers to verify the authority of individuals signing documents or conducting transactions on behalf of the company.

The statement did not identify specific transactions conclusively established as unlawful. The allegations should therefore be assessed against the relevant corporate records and any responses from the parties concerned.
Qingdao Chuanshan said its position was intended to protect its shareholder rights and promote compliance with Kenyan corporate governance requirements.

The company further stated that any decision, legal action, corporate resolution or other measure affecting its shareholding, shareholder rights or interests in Chuanshan International Mining should be formally communicated to Mr. Ma Rubin through his official email address, [email protected].
It said the notification requirement was intended to ensure that the company is informed of relevant developments and can exercise its rights in accordance with Kenyan law and applicable corporate governance procedures.
Issued by: Qingdao Chuanshan International Culture Communication Co. Ltd
Legal representative: Mr. Ma Rubin