A local mining company, Fools Mine Investments (Pvt) Ltd, based at Hope Fountain Milling Centre, has filed an application with the High Court seeking relief over the alleged illegal sale of the mines by a Chinese national, who is also alleged to have illegally changed his name.
According to the court application seen by CITE, the illegal sale resulted in Fools Mine (Pvt) Ltd being unlawfully renamed Sheng An Mining (Pvt) Ltd.
Fools Mine, through its corporate rescue practitioner, Dumisani Dube, is seeking an order from the High Court to restore the name to the original Fools Mine (Pvt) Ltd and declare the name change certificate issued in 2022 null and void.
In the application, Chiu Wan Wang, the Registrar of Documents, Companies and Intellectual Property, and the Chief Justice of the High Court of Zimbabwe were named as the first, second and third respondents respectively.
Dubey said he was appointed as a corporate rescue practitioner on April 22, 2024, and conducted investigations that uncovered an illegal change of the mine’s name.
“Fools Mine was incorporated in Bulawayo on 14 August 2003, under registration number 1842/2003. I have reviewed all company documents to understand the applicant’s affairs in relation to legal obligations towards ZIMRA, NSSA, ZETDC and other relevant entities. I have interviewed current and former employees of the applicant,” the application reads.
“I also interviewed Mr. Mohammed Daka, who holds a power of attorney granted to him by Xu Xiaofei to supervise the Applicant’s affairs. I also conducted correspondence with one of the beneficial shareholders, Xu Xiaofei, a Chinese national whose family invested in the Applicant’s mining operations at the Hope Fountain Milling Center.”
Dube noted in his application that on an unknown date, Xu Shuixing purchased the entire shares of the Falls Mine, using the mine as a foreign investment vehicle in Zimbabwe.
He said Xu Shuxing was assisted by Wang, who obtained Zimbabwean national identity documents and was posing as Xu Shuxing’s local partner in seeking foreign investment.
“Upon acquiring the entire shares in the applicant, Xu Shuixing divided the shareholding of 20,000 ordinary shares between his son Xu Xiaofei and the first defendant’s son Bo Wang. The directors were Xu Xiaofei, Bo Wang and Guang Xiaoyu, Wang’s son-in-law. Fools Mine was awarded Special Grant No. 5167 for an area covering approximately 241 hectares in Hope Fountain to establish a gold mining operation with an investment value of US$7 million.”
Dube said Xu Shuixing was poisoned at the Hope Fountain Milling Centre and had to return to China in critical condition, where he died three days after his arrival in February 2021.
“After his father’s death, Xu Xiaofei became the applicant’s beneficial shareholder, and the administration of his father’s property in Zimbabwe remains suspended. The special grant granted to Fools Mine expired in May 2021, and efforts to renew it have faced administrative challenges,” the application reads.
“Mining operations at Hope Fountain Milling Centre were later stopped by the Matabeleland South Provincial Mining Manager, due to the expiry of the special grant.”
Dube confirmed that in February 2022, the Registrar of Documents, Companies and Intellectual Property issued a name change certificate confirming that Falls Mine had changed its name to Xing An Mining (Private) Co., Ltd.
“The alleged name was changed to Sheng An Mining (Private) Limited illegally without complying with the mandatory provisions of Section 26 of the Companies and Other Business Entities Act. There was no special resolution by the Board of Directors of Fools Mine to obtain written approval from the Registrar of Companies for the name change as required under Section 26(1) of the Act,” the application read.
“The Registrar of Companies did not issue written consent to the change of name of Falls Mine, nor was any resolution ever issued requiring such consent. No notice was published in the Gazette or in any daily newspaper stating the change of name as required by section 26(2) of the Act.”
“Consequently, failure to comply with Section 26 of the Act renders the issuance of the name change certificate dated February 3, 2022 null and void. It is a legally established fact that nothing can arise from or be based on any null and void act or conduct. The illegal and unlawful change of name has not, and cannot, result in any valid consequences.”
