The attention letter Beijing Transtrue Technology Inc(002771) that has been delayed for 4 months has finally been replied! On December 30, Beijing Transtrue Technology Inc(002771) issued a number of announcements to reply to the three previous letters of concern issued by the Shenzhen Stock Exchange. However, from the content of this reply, new and old shareholders still “stick to their own words” and failed to reach an agreement on core issues such as official seal, performance commitment and control. In the three reply announcements, the new and old shareholders had a “war of words” and “quarrel”, and the founding shareholders represented by Maya were opposite to the Longyue holding policy represented by he Xiaobo!
In addition, it is worth mentioning that the founding shareholders said that if the equity dispute between the two sides is not effectively resolved and the transaction purpose cannot be realized, the founding shareholders Hu Xiaozhou may revoke the letter of commitment previously issued to Ruiming and resume the exercise of voting rights, and Wang Guohong may also dissolve the entrusted voting rights agreement. Once Hu Xiaozhou and Wang Guohong exercise their powers, There will be a risk of change in the company’s control.
“the mystery of out of control seal” new and old shareholders still “disagree”
Beijing Transtrue Technology Inc(002771) the announcement of “each side sticks to its own word” is still full of “gunpowder”. This also means that Beijing Transtrue Technology Inc(002771) new and old shareholders no longer cover up and officially put the dispute over controlling shares on the table. In fact, this equity dispute has lasted for nearly two years. However, it was not until November 26, 2021 that Beijing Transtrue Technology Inc(002771) an announcement of uncontrolled company seal and license data officially opened the curtain of the dispute over controlling rights between Beijing Transtrue Technology Inc(002771) new and old shareholders.
On November 26, Beijing Transtrue Technology Inc(002771) announced that the company’s seals and licenses were out of control. At that time, Maya, a non independent director of the company, said that the contents of the uncontrolled seal issued by the company were seriously untrue, inaccurate and incomplete, and pointed out that once this announcement was issued, it would cause serious losses to the company.
In the reply announcement on December 30, the new and old shareholders still “stick to their own words” about the uncontrolled event of the company’s seal, and Ma Ya expressed objections to many contents published by the company. The new share orient was also unwilling to show weakness. The two sides “fought with each other” and blamed each other.
As for the core issue of uncontrolled seals, Maya believes that it is a special arrangement made by the five shareholders and he Xiaobo, the representative of Longyue’s controlling shareholder, and the legal representative of the company on behalf of the company to hand over the company’s seals and certificates to Du Yi for safekeeping. The company’s licenses and seals can ensure the normal use of the company’s operation according to the original approval process of the company without any uncontrolled situation, The disclosure of the previous announcement was seriously untrue. He Xiaobo, chairman of Longyue holdings, broke his promise and unilaterally changed the special agreement on the custody of the company’s seals and licenses reached with the five shareholders when Longyue holdings did not pay the share transfer price in full.
He Xiaobo, chairman and chief financial officer of the new shareholder Beijing Transtrue Technology Inc(002771) , believes that since April 2021, it has been found that the company can seal documents without its own approval. Subsequently, according to the newly formulated seal management system, the seal holder is required to return the relevant seals to the designated personnel of the centralized management department in accordance with relevant regulations. After many times of communication and formal letter negotiation failed, he was forced to disclose the announcement that the confirmation, license and other materials were out of control.
On the Beijing Transtrue Technology Inc(002771) side, it said that the company’s seal license has been out of control. Previously, the release of the out of control announcement is that the company has timely fulfilled its information disclosure obligations in accordance with relevant requirements, and specifically pointed out that the agreements and agreements between individual shareholders should not override the governance systems such as the company’s general meeting of shareholders, the board of directors and the board of supervisors.
So far, the new and old shareholders have not reached an agreement on the seal event, and each holds a tit for tat, Beijing Transtrue Technology Inc(002771) “the mystery of the seal” has not been clearly answered. In fact, behind the “mystery of seal out of control” of the Beijing Transtrue Technology Inc(002771) company is the dispute over the controlling right between new and old shareholders.
the new and old shareholders are “deadlocked” and the control right faces the risk of change
In fact, the origin of this equity dispute is still due to the delay in paying the balance of 129 million yuan of equity transfer by donglongyue holdings.
For the specific reasons why the remaining equity transfer payment has not been paid, Longyue Holdings said that the founding shareholders did not complete the performance indicators as promised and did not fulfill the obligations of share pledge as agreed to carry out the share reduction in the second stage, so that Longyue holdings may not be able to obtain the control of the company, and the founding shareholders did not fulfill the obligation of the commitment letter to transfer seals and licenses, In this case, the controlling party of Longyue suspended the payment to the founding shareholders.
Longyue holdings further said that the price previously transferred by Longyue holdings to the founding shareholders was as high as 18.10 yuan / share, and the premium ratio was as high as 73.04%. The overall premium was about 189 million yuan, much higher than the unpaid balance of equity transfer. The reason why Wang Guohong agreed to carry out the control right transaction with the above overvalued value is that many performance commitments, licenses and seals made by the founding shareholders are managed by Suzhou Longyue party, and Wang Guohong agreed to irrevocably entrust the voting rights corresponding to Beijing Transtrue Technology Inc(002771) 14.59% of the shares held by him to Longyue holding, making Longyue holding a controlling shareholder of Beijing Transtrue Technology Inc(002771) .
The founding shareholders believed that the reason why Longyue holdings did not pay the balance payment was that it did not have the ability to pay the equity transfer payment, and said that although the founding shareholders made performance commitments to Longyue holdings, such performance commitments would be guaranteed by means of Pledged Shares and balance compensation. Whether the performance commitment is completed or not has nothing to do with the payment of equity transfer.
If the equity dispute cannot be effectively resolved and the transaction purpose of both parties cannot be realized, the founding shareholder said that Hu Xiaozhou has the right to revoke the letter of commitment issued to Ruiming on August 24, 2019 and resume the exercise of voting rights according to law, and Wang Guohong also has the right to terminate the voting rights entrustment agreement between Suzhou Longyue Holding Co., Ltd. and Wang Guohong according to law. Once Hu Xiaozhou and Wang Guohong exercise their power, there will be a risk of change in the company’s control.
Can the Beijing Transtrue Technology Inc(002771) founding shareholder really revoke the letter of commitment? Dong Yizhi, a lawyer of Shanghai zhengce law firm, said in an interview with Securities Daily, “Currently Beijing Transtrue Technology Inc(002771) Still facing equity disputes, it is against the legal rules and trust interests to withdraw or withdraw the letter of commitment. If it cannot be proved that the letter of commitment is a revocable contract, it can be regarded as an agreement between the founding shareholder and Longyue, or even an attached contract. Then the so-called “cancellation” or “unilateral cancellation” may cause subsequent litigation results. ”
As for Beijing Transtrue Technology Inc(002771) how to solve the company’s control dispute in the future, will the founding shareholders really revoke the previously issued letter of commitment, restore voting rights and regain control of the company? The reporter of Securities Daily repeatedly dialed Beijing Transtrue Technology Inc(002771) public telephone and Wu Lan, one of the founding shareholders, at different times on December 31. As of press time, they had not been connected.
(Securities Daily)
