Chen Junjie, editor of every reporter Zhang Mingshuang
ST Tianyu (rights protection) (original securities referred to as Tianyu Information, SZ300205, share price 6Zyngapokerfacebook.93 yuan, with a market capitalization of 2.98 billion yuan) according to the announcement issued on the evening of May 20, the company's annual general meeting of shareholders reviewedZyngapokerfacebookEight motions were passed, but five were not passed, including the 2023 Annual report and its summary.
A reporter from the Daily Business News noted that the above bill was passed unanimously at the board meeting of ST Tianyu on April 26th.
On the morning of May 21st, the Shenzhen Stock Exchange issued a letter of concern to ST Tianyu, requiring the company to explain whether there are significant differences on related matters among major shareholders, between actual controllers, between shareholders and corporate governance, and whether there is a struggle for control of the company.
Five of the eight motions were not passed.
According to the resolution of the annual shareholders' meeting, the bills that have not been passed are "2023 work report of the Board of Directors", "2023 work report of the Supervisory Committee", "2023 Financial final accounts report", "2023 Annual report" and its summary, "2024 Chairman's salary Assessment Plan", the bills passed include "2023 profit Distribution Plan" and so on.
Judging from the voting situation, the reason why the motion was not passed was that the proportion of abstaining from voting was relatively high. Among the five bills that were not passed, the abstention of four motions, such as the "2023 Annual report" and its summary, was the same, all of which were 168.6165 million shares, accounting for 80.68% of the voting shares held by shareholders attending the meeting; the proportion of abstaining votes for the remaining one motion was 50.57%.
As for the approval votes, the approval votes for the 2023 Annual report and its summary, the 2023 Financial final accounts report and the work report of the Board of Supervisors are 40.3042 million shares and 40.35 million shares respectively. It is worth mentioning that the voting results of the Board Chairman's compensation Review Plan 2024 show that the number of consent votes of minority shareholders and agents is exactly 40.3042 million shares, which is consistent with the consent votes of the two proposals such as the 2023 report and its summary.
A reporter from the Daily Economic News noted that at the 23rd meeting of the eighth session of the board of directors held on April 26, the above-mentioned unadopted motion was passed by a unanimous vote of all the directors.
In response to this, the Shenzhen Stock Exchange issued a letter of concern, requiring the company to explain the major shareholders who abstained from voting on the relevant proposals at this shareholders' meeting, and on the basis of consulting the relevant shareholders, explain the reasons for the obvious difference between the voting opinions of the relevant major shareholders at this shareholders' meeting and those of their directors in the previous board of directors, as well as the written confirmation of the annual report by the resident directors.
The announcement did not disclose which shareholders cast the abstention and dissenting votes. The reporter noticed that by the end of March 2024, ST Tianyu controlling shareholder Wuhan Tongyu Investment Partnership (Limited Partnership) (hereinafter referred to as Wuhan Tongyu) held 105.6992 million shares, while Wuhan Optical Valley Venture Capital Fund Co., Ltd. (hereinafter referred to as Optical Valley Venture Capital Fund) held 62.9172 million shares, and the number of shares held by the first two shareholders far exceeded that of other shareholders. Coincidentally, the total number of shares held by the top two shareholders is 168.6164 million shares, only 100 shares less than the number of abstaining votes in the above four bills.
In addition, the approval vote of the Board Chairman's Remuneration Evaluation Plan is 103.2214 million shares, which is completely consistent with the sum of the number of consent votes of minority shareholders (40.3042 million shares) and the number of shares held by the second largest shareholders (62.9172 million shares); the abstention is 105.6993 million shares, which is only 100 shares different from the number of shares held by the controlling shareholder Wuhan.
So does the shareholder who abstained include the controlling shareholder and the second largest shareholder? As for the reasons why the annual report and other bills were not passed, on May 21, a reporter from the Daily Economic News called the ST Tianyu Securities Department, and the staff said that "it is not convenient to reply at this time."
Is there a struggle for control of the company?
At present, ST Tianyu has nine directors, six of whom are non-independent directors. According to the resumes of 6 people, Chairman Yan Chunyu and Director Aidi are the actual controllers of the company, and Dan Mingbo is the general manager of the company. Zeng Zhaoxiang served as deputy general manager of Shenzhen Shenchuang Intelligence Group Co., Ltd. (hereinafter referred to as Shen Chuang Intelligence) controlled by Yan Chunyu. Yan Zuohui and Wang are the controlling shareholders of Guanggu Venture Capital Fund.
In view of the voting situation of the annual shareholders' meeting, the Shenzhen Stock Exchange's letter of concern requires the company to explain whether there are significant differences on related matters among the company's major shareholders, between the actual controllers, and between the shareholders and the management of the company. and explain whether there is a competition for control of the company, if so, please explain the specific impact of the relevant situation on the control of the company and the stability of daily operation, and give timely and adequate risk warning.
ST Tianyu was originally indirectly controlled by Huazhong University of Science and Technology. In the process of "school-enterprise reform", Wuhan Tongyu became the new controlling shareholder through the transfer of equity by agreement, and Yan Chunyu and Eddie became the new actual controllers. Optics Valley Venture Capital has always been the company's second largest shareholder.
So what changes have the new actual controller brought to the ST metaphor? In terms of performance, the company's net profit loss increased by 146.76% in 2021 and turned into a profit in 2022, while its net profit increased by 157.68%, but fell by 77.20% again in 2023.
In terms of capital operation, in September 2021, ST Tianyu disclosed the additional issuance plan to raise no more than 1.35 billion yuan (later revised to 1.289 billion yuan) from Yan Chunyu for data security and industrialization of digital RMB products and Internet of things security module products. However, the matter was not successful, and the company terminated the rights issue in November 2022.
At the same time of starting the SEO, ST Tianyu also established Shenzhen Changyu Investment Partnership (limited partnership) (hereinafter referred to as Changyu Investment) with Zhongke Red Camphor Investment (Shenzhen) Co., Ltd., Nanchang Shuitian Investment Group Co., Ltd. (hereinafter referred to as Shuitian Investment), and acquired 15% equity of Chongqing Qianbao Science and Technology Service Co., Ltd. (hereinafter referred to as Qianbao Technology) through Changyu Investment.
However, the above investment not only failed to meet expectations, but also made ST Tianyu fall into a storm of illegal guarantees. Yan Chunyu privately signed a guarantee agreement with Shuitian Investment in the name of ST Tianyu, promising to buy back the share of Changyu investment property if it failed to meet the promise of the agreement. Due to the failure to solve the problem of illegal guarantee within the prescribed time limit, the company's stock trading was implemented with other risk warnings on January 29 this year. Until April 29th, ST Tianyu thought that the illegal guarantee had been eliminated and had applied for revocation of ST.
Investment partnership has some questions to be solved.
Although ST Tianyu stated that Shenchuang Intelligent and Shuitian Investment reached a settlement and the company's illegal guarantees have been eliminated, the reporter noticed that there are still many questions about Changyu Investment related matters to be solved.
The audit institution believes that the company has major defects in non-financial reporting in 2023. The main matters involved are that on October 26, 2023, ST Tianyu agreed that Changyu Investment will allocate 50 million yuan of distributable income from the partnership to Shuitian Investment as Shuitian Investment's paid-in capital contribution and 12% threshold income. ST Tianyi did not conduct relevant deliberations and decisions on this matter, the printing process was not standardized, and ST Tianyi's post-investment management internal control system was not effectively implemented.
However, as early as January 2023, according to the "confirmation letter" issued by Shuitian Investment, it confirmed that it would no longer contribute to Changyu Investment and planned to adjust the capital contribution from 450 million yuan to 150 million yuan. Changyu Investment plans to After the completion of Qianbao Technology's equity repurchase work, a partners 'meeting will be held to discuss matters such as the allocation of equity repurchase funds. According to ST Tianyu's disclosure, the company believes that the operating decision-making power over Changyu Investment will change from significant influence to control from October 31, 2023, and will include it in the scope of consolidation.
According to the agreement, the profit distribution of the partnership should be distributed in proportion to the paid-in capital contributions of all partners. Shuitian Investment confirmed that it would reduce Changyu Investment's capital contribution in January 2023. ST Tianyi turned Changyu Investment into control only a few days after agreeing to Changyu Investment to allocate income to Shuitian Investment. Is this reasonable?
In addition, on November 1, 2023, Nanchang Intermediate People's Court adjusted the amount of property preservation for relevant parties in Shuitian Investment's lawsuit against Shenchuang Intelligence and Wuhan Tongyu from 184 million yuan to 134 million yuan, which was just a decrease of 50 million yuan.
The Shenzhen Stock Exchange issued an inquiry letter on the 2023 annual report, requesting the company to explain whether Shuitian Investment will no longer substantially participate in Changyu Investment's operating decisions after January 2023, and whether the decision-making model and decision-making ratio agreed by all parties when Changyu Investment was established. Has the essence changed; whether the income distribution is actually Changyu Investment's obligation to pay equity repurchase payments instead of Shenchuang Intelligence and Wuhan Tongyu; Whether there is a situation in which the actual controller is above the corporate governance level during the use of the company's seal by relevant personnel without deliberation; whether there is a deliberate intention to avoid forming the controlling shareholder and actual controller's capital occupation by the time point of Changyu Investment; whether Changyu Investment's behavior of distributing income to Shuitian Investment harms the interests of the listed company.
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Cover picture source: Visual China Picture