Today (April 15), Beijing Transtrue Technology Inc(002771) received a letter of concern, mainly because of the change of actual controller. It should be noted that the key part of this change of actual controller is the cancellation of the original agreement on persons acting in concert signed on January 17, 2020 by the chairman he Xiaobo, Wang Xiaogang, Suzhou Chenlong Holding Group Co., Ltd. (hereinafter referred to as Suzhou Chenlong) and Nanchong Yurui Agriculture Co., Ltd. (hereinafter referred to as Nanchong Yurui). Wang Guohong, Wang Xiaogang and Suzhou Longyue signed the agreement on persons acting in concert to achieve joint control over Beijing Transtrue Technology Inc(002771) joint control.
At the same time, the letter of concern mentioned whether the effective control of the new actual controller will be affected if the company's board of directors has repeatedly voted against and abstained from voting. The reporter of "daily economic news" noted that the director who voted against was mainly Maya, and the reason pointed to the relevant problems of chairman he Xiaobo.
Letter of concern for change of actual controller
Today, Beijing Transtrue Technology Inc(002771) received a letter of concern from the Shenzhen stock exchange due to the announcement on the change of the actual controller of the company.
On April 14, Beijing Transtrue Technology Inc(002771) disclosed the suggestive announcement on the signing of agreements by relevant shareholders and the change of controlling shareholders and actual controllers, saying that the change of rights and interests of Beijing Transtrue Technology Inc(002771) occurred this time, including the implementation of court decisions, the dissolution of voting rights entrustment, the dissolution of the original relationship of concerted action and the formation of a new relationship of concerted action. With regard to the enforcement of the court's ruling, Suzhou Longyue Holding Co., Ltd. (hereinafter referred to as Suzhou Longyue) held Beijing Transtrue Technology Inc(002771) 658% of the shares, which were transferred to the Maya account through judicial enforcement on April 8.
According to the settlement agreement signed by Suzhou Longyue with Wang Guohong, Hu Xiaozhou, Maya, Chen Ruiliang and Wu Lan and the supplementary agreement to the settlement agreement, Maya needs to pay the consideration of 211 million yuan to Suzhou Longyue, and Hu Xiaozhou and Wu Lan provide joint and several liability guarantee for Maya's above payment obligations. After the equity change, the controlling shareholder of the listed company was changed from Suzhou Longyue to Wang Guohong and Suzhou Longyue, and the actual controller was changed from he Xiaobo and Wang Xiaogang to Wang Guohong and Wang Xiaogang.
Shenzhen stock exchange requires the company to verify and explain whether Hu Xiaozhou, Wu Lan and Maya constitute a concerted action relationship one by one. Maya is the director of Beijing Transtrue Technology Inc(002771) .
The reporter of "daily economic news" checked the announcement and found that the key parts of Beijing Transtrue Technology Inc(002771) this change of actual controller are he Xiaobo, Wang Xiaogang, Suzhou Chenlong and Nanchong Yurui to cancel the original agreement on persons acting in concert signed on January 17, 2020. Wang Guolong and Wang Xiaohong signed the agreement on joint control of Suzhou. He Xiaobo is Beijing Transtrue Technology Inc(002771) chairman of the board of directors. He once served as a deputy to the Fifth National People's Congress of Nanchong City and the 16th National People's Congress of Yingshan County. He also served as the chairman of Sichuan Langchi Real Estate Development Co., Ltd.
Beijing Transtrue Technology Inc(002771) said that the purpose of this equity change is to amicably solve the disputes between the founding shareholders and Suzhou Longyue, and achieve the purpose of Wang Guohong and Wang Xiaogang jointly controlling the listed company through a series of agreements and arrangements.
A negative vote by a director means that the chairman is lazy in examination and approval
Another focus of the letter of concern of Shenzhen stock exchange is whether Wang Guohong and Wang Xiaogang can effectively control Beijing Transtrue Technology Inc(002771) , while the Directors voted against and abstained from voting at the previous board meeting.
The reporter combed the contents of the resolutions of the board meeting of the company in the past year and found that the directors who voted against were mainly Maya, and the reasons pointed to the problem of chairman he Xiaobo for many times.
For example, Ma yadu voted against the seal management system, appointment of deputy general manager of the company, monetary fund management system and other proposals involved in the 14th board meeting on December 3, 2021.
For the seal management system, Maya raised the objection because the chairman and general manager were not working in Beijing for a long time, and the provisions on the use of official seal subject to paper approval did not meet the actual business needs of the company, seriously affected the efficiency, and lacked the necessity and rationality of paper approval. It also mentioned that the chairman and general manager have been lazy in approval for a long time, so the approval time limit should be set for the approval official seal and special seal for contract of the chairman / general manager, otherwise it will seriously affect the normal development of the company's business activities.
Maya's objection to the proposal on the appointment of deputy general manager of the company mentioned that the previous actions of the chairman and others have seriously affected the operation stability of the company, and now the addition of senior executives will aggravate the impact on the operation stability of the company.
It is worth mentioning that at the board meeting held on August 12, 2021, Maya's objection mentioned that "I personally believe that the setting of relevant processes and authorities does not meet the current actual business management needs of the company and is not operable, which will affect the operation efficiency of the company."
