Introduction Su Xin Investment and concerted action persons do not meet any of the circumstances of the actual controller of listed companies in the Administrative Measures for Takeovers of Listed Companies, and cannot become the actual controller of st remote for the time being, and the other first shareholders do not meet the conditions for becoming the actual controller of st remote.
On November 26, Capital Bond News, st Remote (002692) announced that on November 18, 2019, the Company received the "Securities Transfer Registration Confirmation" delivered by shareholder Wuxi Suxin Industry Optimization and Adjustment Investment Partnership (Limited Partnership) (hereinafter referred to as "Suxin Investment"), and Suxin Investment accepted 42,802,565 shares of slt remote shares (accounting for 5.96% of the total share capital of the Company) held by Hangzhou Qinshang Sports Culture Co., Ltd. (hereinafter referred to as "Qinshang Sports") through judicial auction. The relevant transfer registration procedures have been completed. As of the date of this announcement, the company does not have a controlling shareholder with a shareholding ratio of more than 50%, and the company's largest shareholder is Suxin Investment and its co-actor United Trust Assets, which holds a total of 18.56% of the company's shares; Qinshang Sports holds 11.27% of the company's shares, making it the third largest shareholder of the company.
On November 21, 2019, the company completed the election of the board of directors. The company's board of directors currently has 9 directors, of which 4 directors are recommended by the largest shareholder, Su Xin Investment and the concerted actors, and no more than half of the board of directors. In summary, from the perspective of the company's shareholders' shareholding, Suxin Investment and its co-actor United Trust Assets hold a total of 18.56% of the company's shares, which is the company's largest shareholder; Qinshang Sports holds 11.27% of the company's shares, making it the third largest shareholder of the company. Judging from the composition of the fourth board of directors of the company, the number of directors nominated by the two major shareholders has not exceeded half of the board of directors, and neither of them has been able to decide the election of more than half of the members of the board of directors through the voting rights actually at their disposal.
Therefore, Qinshang Sports will no longer be the controlling shareholder of the company, Li Ming will no longer be the actual controller of the company; Suxin Investment and its consistent actors United Trust Assets will not meet the conditions of the company's controlling shareholder and actual controller, the company's controlling shareholder and actual controller will change, the company's controlling shareholder will be changed from Qinshang Sports to no controlling shareholder; the actual controller of the company will be changed from Li Ming to no actual controller. Accordingly, the controlling shareholder of the company will be changed from Qinshang Sports to no controlling shareholder, and the actual controller will be changed from Mr. Li Ming to no actual controller. The company will have no controlling shareholder and no actual controller.
St remotely replied to the inquiry letter of the Shenzhen Stock Exchange on the same day.
First of all, the information disclosure obligations performed in the judicial auction of more than 5% of the company's shares held by the company's controlling shareholder, Qinshang Sports. The Shenzhen Stock Exchange questioned whether it complied with The specific reasons for the judicial auction of the above-mentioned shares to be executed in accordance with Article 11.11.5 of the Rules Governing the Listing of Shares (as amended in November 2018).
St remote replied that before the above-mentioned judicial auction matter occurred, neither the enforcement court nor the executor Qin Shang Sports informed the company of the auction matter. On November 14, 2019, the Company received the "Enforcement Ruling" and "Detailed Equity Change Report" delivered by Suxin Investment, and on the same day that the Company received the information, it issued the "Indicative Announcement of Remote Cable Co., Ltd. on the Change of Shareholders' Equity Holding More Than 5% of the Shares" (Announcement No. 2019-094), and timely auctioned the above judicial auction matters.
After the company learned from the enforcement court, the reasons for the judicial auction of the relevant shares were as follows: First Venture Securities Co., Ltd. (hereinafter referred to as "First Venture") signed an agreement and went through the compulsory notarization of enforcement with Hangzhou Qinshang Sports Culture Co., Ltd. (hereinafter referred to as "Qinshang Sports"), Ruikang Holding Group Co., Ltd., Shenzhen Qinshang Group Co., Ltd., Xia Jiantong and Li Ming for the share pledge repurchase business. First Venture applied to the Wuxi Intermediate People's Court (hereinafter referred to as the "Wuxi Intermediate Court") for compulsory enforcement, and the Wuxi Intermediate People's Court accepted it on June 17, 2019, and the enforcement case number was: (2019) Su 02 Zhi No. 278. After the case is accepted, because the Wuxi Intermediate People's Court is unable to directly or mail the relevant legal documents to the person subject to enforcement, it is served by public announcement. After the announcement was delivered, the Wuxi Intermediate People's Court pledged 42,802,565 shares of Qinshang Sports to the first venture remote stock for public auction through the Taobao judicial auction platform. Wuxi Su New Industry Optimization and Adjustment Investment Partnership (Limited Partnership) (hereinafter referred to as "SuXin Investment") participated in the auction and successfully bid. After the Wuxi Intermediate People's Court served the "Enforcement Ruling" to Suxin Investment, Suxin Investment notified the company.
Secondly, on February 14, 2019, the company disclosed the "Announcement on the New Waiting Freeze of Controlling Shareholders", saying that all 22.18% of the shares of the company held by Qinshang Sports were judicially frozen, and the waiting organs included the Hangzhou Intermediate People's Court and the Shenzhen Qianhai Cooperation Zone People's Court. The judicial auction was ruled by the Wuxi Intermediate People's Court. The Shenzhen Stock Exchange asked the company to explain whether there was still a risk of judicial freezing of the relevant shares after the judicial auction was executed.
St remote reply said that according to the company's understanding, waiting for freezing refers to the deposit or equity that has been frozen by the court, etc., other courts also require freezing, as long as the previous freeze is lifted, the registration of the previous waiting freeze will automatically take effect, without waiting for the completion of the new freezing procedures of the system. Waiting freezes are litigation preservation measures against different creditors of the same debtor. According to the Enforcement Ruling issued by the Wuxi Intermediate People's Court on November 8, 2019 ((2019) Su 02 Zhi No. 278 bis), Su Xin Investment acquired 42,802,565 shares of St Remote Shares (accounting for 5.96% of the total share capital of the Company) held by Qinshang Sports through judicial auction. The transfer registration of the above-mentioned freezing subject has been completed, and other courts representing the creditors of the original subject owner have no right to freeze the equity of the owner of the original subject matter. Therefore, there is no risk that the above-mentioned related shares will be judicially frozen by other courts after they are executed by judicial auction.
In addition, after the completion of the auction transfer, Suxin Investment and its co-actors will hold a total of 18.56% of the shares and will become the company's largest shareholder. At present, the actual controller Li Ming holds 11.27% of the company's shares through Qinshang Sports and will become the third largest shareholder. St Remote was required to elaborate on the identification of the actual controller of the company and its basis in accordance with the Administrative Measures for Takeovers of Listed Companies (Revised in 2014) and taking into account the shareholding ratio of each shareholder, the selection of board members and the impact on the resolutions of the shareholders' meeting.
St Remote said that Su Xin Investment and the concerted actor did not meet any of the circumstances of the Actual Controller of the Listed Company in the Administrative Measures for Takeovers of Listed Companies, and could not become the actual controller of St Remote for the time being, and the other first shareholders did not meet the conditions for becoming the actual controller of St Remote. Accordingly, the actual controller of the company is proposed to be changed from Li Ming to no actual controller, and the company will supplement the disclosure of the indicative announcement in accordance with the regulations.
St Remote is required to clearly explain the source of funds involved in Suxin Investment's acquisition of the above shares, until it is disclosed that the self-owned funds from relevant entities (in addition to the shareholders' investment shares), funds obtained from business activities or bank loans, and list the names, amounts, cost of funds, terms, other important terms and subsequent repayment plans of the financial lenders according to different sources of funds.
The company replied that Suxin Investment was established on June 28, 2019, and the total subscribed capital contribution of each registered partner was RMB1 billion. As of November 4, 2019, Suxin Investment has received a total of RMB366 million in paid-up capital from partners. The funds for Suxin Investment's participation in the share auction are the free funds of Suxin Investment, and the source of funds is the actual capital contribution paid by each partner. The funds of Suxin Investment's participation in this share auction did not come from the listed company and its subsidiaries, nor did it use the shares of the listed company accepted and transferred to pledge funds to banks and other institutions to obtain financing.
Source: Capital State
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