On the evening of July 18, Qinshang Co., Ltd. (002638, SZ) issued a reply to the inquiry letter of the Shenzhen Stock Exchange. Qinshang shares said that the company's actual controllers have not changed, still Li Xuliang and Wen Qi.
The "Daily Economic News" reporter noted that this announcement disclosed in detail the entire process of the shareholder's capital increase and share expansion leading to the "power grab" dispute.
On the evening of May 17, Qinshang announced that the controlling shareholder Qinshang Group had recently increased capital and shares.
According to public information, the newly registered capital of the Qinshang Group was funded by Beijing Junyuan Investment Management Co., Ltd. (hereinafter referred to as Beijing Junyuan) and Nanjing Chunyue Enterprise Management Partnership (hereinafter referred to as Nanjing Chunyue). The two companies received 40,883,300 shares of Qinshang Group, respectively, with a shareholding ratio of 25.5%. Beijing Junyuan and Nanjing Chunyue hold a 51% stake in Qinshang Group.
On June 24, Qinshang Group and Qinshang received an e-mail from the “Consensus Action People Agreement†(signed on May 12, 2017) sent by Beijing Junyuan and Nanjing Chunyue, which agreed that Beijing is far away. And Nanjing Chunyue took concerted action to jointly expand the number of voting rights of the diligent group that both parties can control in order to realize control over the Qinshang Group. Beijing Junyuan and Nanjing Chunyue believe that they have jointly held a 51% stake in Qinshang Group and believe that the actual controllers of Qinshang Group and Qinshang Group have changed.
However, the original shareholders of Qinshang Group said that when the parties signed the agreement on May 12, Beijing Junyuan and Nanjing Chunyue did not require them to participate in the operation and management of the Qinshang Group, and obtained the actual control of the Qinshang Group. Did not inform Qinshang Group and its shareholders Li Xuliang, Wen Qi, Qinshang Group and its shareholders Li Xuliang, Wen Qi did not know at the time.
In addition, the "Daily Economic News" reporter noted that Beijing Junyuan and Nanjing Chunyue have not paid any capital contribution until the expiration of the capital contribution period on June 30. On July 1, Qinshang Group paid to Beijing Junyuan and Nanjing Chunyue respectively, and paid the amount of funds due before July 5, but as of July 18, Beijing Junyuan and Nanjing Chunyue still did not pay. Pay for it.
The legal adviser believes that Li Xuliang and Wen Qi agreed that the main purpose and intention of Beijing Junyuan and Nanjing Chunyue Capital Increase will only be to solve the funding needs. Beijing Junyuan and Nanjing Chunyue signed the “Consensus Action Agreement†to seek the Qinshang Group and Qinshang Shares. The actual control and deliberate concealment behavior has violated the unanimous will of both parties and exceeded the expectations of Li Xuliang and Wen Qi. In addition, Beijing Junyuan and Nanjing Chunyue have constituted a capital breach.
Qinshang Group stated that it will convene an extraordinary shareholders meeting on July 27 to consider the “Resolution of Dissolving the Eligible Shareholders of Dongguan Qinshang Group Co., Ltd.â€.
Qinshang Shares disclosed more details of this equity investment in response to the inquiry letter. On May 1, 2017, Qinshang Group and Deji Weiye signed the “Maximum Credit Agreementâ€. The two parties agreed that Deji Weiye will provide Qinshang Group with the maximum amount of comprehensive credit loan of RMB 600 million.
Subsequently, on May 12, Qinshang Group and its shareholders Li Xuliang and Wen Qi signed a Strategic Cooperation Agreement with Beijing Junyuan and Nanjing Chunyue, stipulating that Beijing Junyuan and Nanjing Chunyue each subscribed for all new RMB 150 million. Increased registered capital and obtained a 25.5% equity interest in Qinshang Group. Beijing Junyuan and Nanjing Chunyue should pay the amount of funds due before June 30, 2017.
The original shareholder of Qinshang Group stated in the announcement that the capital contribution of Beijing Junyuan and Nanjing Chunyue equity is the loan under the “Maximum Credit Agreement†signed by Qinshang Group and Deji Weiye, and Qinshang Group pays to Deji Weiye. After agreeing on the interest of the loan, Li Xuliang and Wen Qi, the shareholders of Qinshang Group, can repurchase their shares to Beijing Junyuan and Nanjing Chunyue. Therefore, Beijing Junyuan and Nanjing Chunyue Investment are obviously equity investments, which are actually borrowed.
It is worth noting that after the verification, the legal counsel found that the legal representative of Beijing Junyuan and Deji Weiye was Yang Jun; the authorized signatory of Beijing Junyuan and Deji Weiye in the signing of the Equity Repurchase Agreement was Cai Quanjun. The authors of Nanjing Chunyue and the recipients of the “Maximum Credit Agreementâ€, Zhong Deji Weiye are all Li Tao. It is inferred that the three companies, Beijing Junyuan, Nanjing Chunyue and Deji Weiye, may have some degree of contact and Association.
Li Xuliang, the company's real controller, said that he is actively seeking strategic partners to carry out comprehensive and in-depth strategic cooperation to achieve mutual benefit and win-win, while solving related stock pledge risks.
The "Daily Economic News" reporter sent an interview letter to Qinshang shares on the above matters, but as of the time of publication, no reply has been received. In addition, when the reporter contacted the real controller Li Xuliang, he said that he did not know the specific situation and declined the reporter's further interview on the grounds of the outside.
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