Less than 8:30 a.m. on May 28, three anxious looking men appeared downstairs at LETV headquarters in Zhongguancun, Beijing, during the rush hour, trying to infiltrate the crowd into the building. However, in case of failure, they have to show their identity and intention to the security guard: "we are investors of LETV, who have bought more than 10 million shares of LETV, and want to see the company's management."
Behind them is a group of hundreds of LETV investors who want listed companies to appeal and review the delisting decision of the exchange. After more than two hours of waiting, they met a staff member of LETV securities department.
On May 14,2020, the Shenzhen Stock Exchange decided to terminate the listing of Letv shares. According to the decision, if Letv does not file an appeal review, the company's shares will enter the delisting period from the next trading day (i.e. June 5,2020), which expires 15 trading days after the decision. The Shenzhen Stock Exchange delisted the stock of the company on the second trading day after the expiration of the delisting period. And Letv net is gem listed company, according to "Shenzhen stock exchange delisting company re-listed implementation measures (2018 revision)", after delisting can not be re-listed.
And may 28, from june 5, only five trading days left, letv network has not filed an appeal review. "I don't understand why the management of Letv has been slow to move. Is it all about dying? An investor told reporters excitedly. In the investor's view, Letv net has the sufficient reason to propose the review: first, the main reason that Letv net is delisted is to collect more than 9 billion illegal guarantee, the loss of the illegal guarantee should not be borne by the listed company. Second, the company's largest shareholder Jia Yueting suspected of illegal guarantee and other acts of investigation has not been completed, should not be delisted before the end.
"This is a major shareholder violation guarantee, should not be small shareholders to bear this loss ." Investor Mr. Li thinks. He is based on the Supreme Law issued at the end of 2019," the National Court of Civil and Commercial Trial Conference minutes ", the economic and financial field of many controversial issues unified adjudication ideas. The summary affirms the necessity of public announcement and decision-making procedure of listed company. In the case of failure to fulfill the decision-making procedure of the board of directors or the general meeting of shareholders and failure to make public announcement, the private guarantee in the name of the listed company will not be protected by law.
As early as July 2018, Letv announced that: according to the company's current understanding of the situation, the company's related violations of external guarantee matters have not fulfilled in accordance with the Company Law, articles of association and related laws and regulations of the approval, review, signing procedures, its legal effect is doubtful. The company will actively take the necessary legal means to verify the signing of relevant agreements and actively respond.
In addition to the investigation of LETV, the supervision also investigated Jia Yueting. According to the announcement, Jia Yueting, the largest shareholder of LETV, received the notice of investigation issued by China Securities Regulatory Commission on April 26 and 29, 2019 respectively. Because the company and Mr. Jia Yueting were suspected of illegal information disclosure and other acts, they decided to establish a case to investigate the company and Mr. Jia Yueting. So far, the investigation is still in progress.
But LETV also said that according to the company's 2019 annual report, the balance of receivables of the company actually controlled by Mr. Jia Yueting was about 1.917 billion yuan, and the illegal guarantee of LETV sports and LETV cloud resulted in the accrued liabilities of about 9 billion yuan. Whether or not Jia Yueting applies for and completes his personal bankruptcy in the United States will not affect the amount of historical debts of the enterprises actually controlled by Jia Yueting to the listed company and the huge amount of debts caused to the company by illegal guarantee, nor will the listed company continue to urge and require Jia Yueting and the enterprises actually controlled by him to fulfill the debt repayment obligations as soon as possible. Therefore, the investors of LETV think that the investigation results of Jia Yueting have not come out one day, and LETV should not abandon the application of appeal review regardless of the interests of investors.
Who is the actual controller?
Who is the actual controller of LETV? LETV and LETV holding have different opinions.
May 12, Letv network chairman Liu Yanfeng announced that Jia Yueting is still the actual control of the company. But Letv Holdings on May 14 issued a statement to deny this, said Jia Yueting has not actually controlled Letv network. Liu Yanfeng said that as of May 8,2020, Jia Yueting held 920 million shares of the company, accounting for 23.07% of the total share capital of the company. Although all the shares of Jia Yueting were frozen and most of the shares were pledged, Jia Yueting is still the actual controller of the company at present. Letv's latest annual report for 2019, released on april 27th, also shows that the company's actual controller and its concerted action person's name is jia yuting. However, Letv Holdings said Jia Yueting has not actually controlled Letv. Jia Yueting no longer holds any position in Letv since he resigned as chairman of Letv in July 2017. So far, the current directors, supervisors and executives who really control Letv.
For Letv net's real controller problem, the outside world is also difficult to decide. In an interview with the Securities Times, Wang Zhihui, director and partner of Zhejiang Gao Ting Law firm, said that the actual controller refers to the person who can actually control the behavior of the company by holding shares or investment relations, agreements or other arrangements of the company. The core point is that it can actually control the behavior of the company. Generally speaking, the management decision of the listed company is the responsibility of the board of directors, who controls the board of directors actually controls the company.
Some people in the legal circle told reporters that it was a mystery, and he could only try to reason from a logical point of view. "LETV's 2019 annual report disclosed that the actual controller of the company is Jia Yueting, and Chairman Liu Yanfeng also said that Jia Yueting is the actual controller. But Jia Yueting's control of LETV responded that Jia Yueting was not the actual controller of LETV. If Jia Yueting does still control LETV, then LETV's statement should be consistent with LETV's holding, thus pushing back. "
The rights of many investors
Zhu, an investor with the surname of LETV, told the securities times that the ordinary retail investors of LETV have organized a number of groups to safeguard their rights, but they still haven't applied to the exchange for an appeal and review. The investor told reporters that the regulatory investigation on the largest shareholder of LETV is still in progress. In addition, it is unclear whether Jia Yueting is the actual controller of LETV. LETV should apply for review as soon as possible to fight for legal rights and interests for 280000 investors.
During the meeting on May 28, LETV staff accepted the proposal written by investors to LETV for review, saying "I will definitely submit the proposal, and I promise to let president Liu (Liu Yanfeng) get it". But for investors, time is really running out. What's more, even if you apply for a review, it's just a respite. Can you change the result?
"Does Letv have the possibility of resurrection ?" When the three investors threw the issue to the staff of the securities department of Letv, the other side hesitated, saying that at present Letv net is touching three conditions of delisting: net assets negative, net profit continuous loss, annual report issued a reservation, if resumed listing, need to meet each of the criteria.
"Little hope." Three investors summed up in the group of rights protection.