In the end of LeTV.com, the actual control becomes a mystery?

In the end of LeTV.com, the actual control becomes a mystery?
On May 14th, LeTV ushered in the end-the stock will be terminated from listing.The Shenzhen Stock Exchange announced on the same day that LeTV’s reset will enter the delisting period from June 5th, and the next trading day after the delisting period expires, LeTV’s stock will be delisted.Earlier in the day, LeTV’s other topic-who is the real controller, was widely discussed in the market.Two days after LeTV’s 2019 annual performance briefing, antiques, LeTV Holdings suddenly issued a statement early in the morning on May 14th that the content and comments published by LeTV Chairman Liu Yanfeng and the company’s relevant management personnel are seriously untrue and misleading.性 信息. Sex information.LeTV Holdings pointed out that Jia Yueting had no actual control of LeTV. He also entrusted the LeTV Holdings debt processing team to communicate with LeTV at any time, and reached and implemented a related debt repayment plan.Regarding Liu Yanfeng’s corporate debt, the amount guaranteed by Jia Yueting is about 9 billion U.S. dollars, LeTV Holdings said that the actual amount is 3 billion, and its personal debt restructuring plan already includes the debt of the LeTV Cloud Guarantee and the joint venture of the LeTV Xingen M & A Fund.debt.In the final press release, LeTV and Liu Yanfeng have not yet completed the response.Is Jia Yueting still the actual controller of LeTV?The sponsor, Sino-German Securities, mentioned in LeTV’s 2019 annual tracking report that Jia Yueting’s distribution pledge has the risk of being disposed by relevant institutions because of the inability to add guarantees in time, which may lead to changes in the company’s actual controller.The actual controller confirms and judges whether the actual controller of the company has been changed.Jia Yueting is still the largest shareholder but not the actual controller?According to Liu Yanfeng, as of May 8, Jia Yueting held about 9 of LeTV.200 million shares, accounting for 23 of the company’s total share capital.07%, of which about 8.5.7 billion shares have been pledged, accounting for 21 of the company’s total share capital.49%; all the shares of the company it holds are frozen by the Beijing Third Intermediate People’s Court and other judicial departments, waiting to be frozen.”Although Mr. Jia Yueting’s shares were frozen and most of the shares were pledged, he is still the actual controller of the company.”According to the definition of the Company Law and the GEM Listing Rules, the actual controller refers to a person who is not a shareholder of the company but can actually control the company’s actions through investment relationships, agreements or other arrangements.The reality is that the actual controllers of many companies are natural shareholders or even controlling shareholders.According to Article 216 (2) of the Company Law, a controlling shareholder refers to a shareholder whose capital contribution accounts for more than 50% of the limited liability company ‘s capital or whose shares account for more than 50% of the total share capital;Although the amount of capital contribution or the proportion of shares held is less than 50%, the weight of shares held by the amount of capital contribution or the shares of the holders has become a shareholder who has a significant impact on the resolutions of the shareholders ‘meeting and the shareholders’ meeting.LeTV Holdings said in a statement that Jia Yueting no longer held any positions in LeTV since he resigned as chairman of LeTV in July 2017. After successively the directors, supervisors, and executives he appointed or appointed, after the departure of LeTV,No further appointments or appointments were made; Jia Yueting no longer made any decisions or instructions on the management of LeTV.com (including but not included in the official seal management, financial management, etc.), and no longer actually controls LeTV.com.As of now, the actual actual control of LeTV is the company’s current directors, supervisors, and executives.According to LeTV Holdings, Jia Yueting’s 2017 merger with the LeTV network and the board of directors did indeed reorganize after going to the United States in 2017. Initially, the Sunac Department (such as Sun Hongbin, Liu Shuqing, etc.) merged with the former subsidiary company of LeTV.Hong, Liang Jun, etc. have successively resigned, and LeTV’s board of directors is promoted by Sunac.However, after LeTV announced the suspension of listing last year, Liu Shuqing and others announced their resignations. LeTV was mainly responsible for the current chairman Liu Yanfeng and the two directors Wu Baoyu and Zhang Guanghui, of which Liu Yanfeng was also the chairman, general manager, financial controller andThe board secretary has four positions, and the company has been questioned for serious defects in its governance structure and internal control.The sponsor, Sino-German Securities, mentioned in LeTV’s 2019 annual tracking report that due to the risk of Jia Yueting’s equity pledge being disposed of by related institutions due to the inability to add guarantees in time, which may lead to changes in the company’s actual controller, the sponsor has already requestedAccording to the “Company Law”, “Shenzhen Stock Exchange Stock Listing Rules” the definition of “actual controller”, and the supervision of the legal controller[2007]No. 15 The actual controller has not been changed and the application of the identification of the actual controller.The Securities Regulatory Law[2007]No. 15 mentioned that the company’s control is a power that can have a significant impact on the resolution of the shareholders’ meeting or can actually control the company’s actions. Its origin is the direct or indirect equity investment relationship with the company.Therefore, to determine the ownership of the company ‘s control rights, it is necessary to review the corresponding equity investment relationship, as well as the actual impact of the case on the issuer ‘s shareholders ‘meeting, the board ‘s resolutions, and the nomination and appointment of directors and senior management.Factors such as the role played are analyzed and judged.Shen Meng, executive director of Xiangsong Capital, said to Sauna, Yewang that holding the most shares is not simply equal to the actual controller. The actual controller has actual influence and control over the company ‘s strategic decisions and daily operations. This influence and controlStrength needs to be achieved through the board of directors and senior management.”If Jia Yueting can no longer effectively control the board of directors and senior management, then even as the largest shareholder, he is not the actual controller, just like the Baode system was the largest shareholder of Vanke, but it cannot be regarded as the actual controller.”But Shen Meng also believes that it is difficult to define whether Jia Yueting really has no influence on LeTV’s board of directors and senior management,” I think LeTV also hopes that through this connection, Jia Yueting will not easily get out.He said that pledged mortgages have no right to affect shareholders ‘exercise of related rights attached to property rights, so equity pledges and freezes are just not transferable, but do not hinder the exercise of the voting rights of listed companies.Therefore, the pledge or freeze only has the possibility of causing property rights changes, but it does not affect the current distribution structure, nor does it affect the actual controller.Is there any progress in the debt processing between related parties of Jia Yueting and LeTV?LeTV’s director Wu Baoyu said at the performance briefing that since 2018, there has been no progress in the treatment of debt between LeTV and its major shareholders and related parties.For this statement, LeTV Holdings believes that it is seriously inconsistent with the facts.LeTV Holdings said that since September 2017, Jia Yueting has entrusted the LeTV Holdings debt processing team to repeatedly communicate with LeTV Network at that time, and has successively reached and implemented a related debt repayment plan, specific details on LeTV Network August 21, 2018It was disclosed in the announcement issued every day.According to LeTV’s “Announcement on Progress in Solving Debt Issues with the Unlisted System” on the same day, the listed company and the unlisted system debt processing team have reached a recognized debt scale of about 6.7 billion.However, some of them are mentioned in the announcement of LeTV.com, Jia Yueting basically replaced the existing debts of LeTV by the non-listed system through the transfer of claims and asset disposal, such as the transfer of the equity of Lerongzhixin and LeTV e-commerce., Actually paid back in cash.Therefore, LeTV has repeatedly mentioned in the announcement of the past two years that since 2018, the company has conducted many negotiations with major shareholders and related parties, but due to the settlement and implementation of the solution, it depends on the handling intention and actual execution of the major shareholders.Therefore, there is no progress in the treatment of debt between LeTV and the major shareholders and related parties. Up to now, the debt processing team of the major shareholders and related parties has not come up with a substantive execution completion plan, and LeTV has not received any cash for the debt solution.This is not the first conflict between Jia Yueting and LeTV.Last year, Jia Yueting declared bankruptcy, and his debt processing team issued a statement saying that more than 90% of Jia Yueting ‘s debts are guaranteed for the company. Since being over frozen by a creditor (much greater than the debt debt), all of Jia Yueting ‘s and LeTV ‘s assets and banksThe operating account has directly caused the company to fail to operate normally. Until LeTV collapsed and collapsed, until now Jia Yueting has repaid the company ‘s debts of more than 3 billion US dollars, and the outstanding debts have accumulated about 3.6 billion US dollars.Guaranteed debt, net debt is about 2 billion US dollars.However, LeTV did not recognize this, and criticized Jia Yueting for repeatedly guaranteeing repayment, but there was no actual action of guarantee.At that time, LeTV stated that Jia Yueting, as the actual controller of the company, should bear the responsibilities of the major shareholders as soon as possible, including taking out a practical solution to the related party debt problem, and assisting the company to actively respond to the LeTV violation of the guarantee case and to the relevant responsible person.Implement recovery and consensus to provide LeTV with a commitment of more than US $ 5.7 billion.According to Liu Yanfeng’s latest statement, the currently owed balance of the companies actually controlled by Jia Yueting to the scope of the merger of listed companies is still about 1.9 billion US dollars. He pointed out that only Jia Yueting successfully filed for bankruptcy this time, and the debts of the companies and companies actually controlled by him still exist。In addition, for Liu Yanfeng ‘s alleged LeTV company ‘s debt, Jia Yueting needs to guarantee 9 billion US dollars. LeTV Holdings denies this claim, saying that Jia Yueting ‘s guaranteed debt is only 3 billion US dollars, and Jia Yueting has never avoided him and its related parties LeTV Holdings and LeTV.The network jointly guarantees related debt issues such as joint and several debts.LeTV Holdings said that Jia Yueting’s personal debt restructuring plan already included the LeTV cloud guarantee debt and the LeTV Xingen M & A fund’s joint and several debts.LeTV.com suffered a huge loss of 112 last year.US $ 800 million, basically the company’s debt guarantee for LeTV Sports and LeTV Cloud withdrew US $ 9.8 billion in debt, and LeTV.com also touched on the multiple delisting requirements of the “GEM Listing Rules” and was blocked on May 14.The Shenzhen Stock Exchange issued a notice to terminate listing.Sauna, Ye Wang Lu Yifu editor Zhao Ze proofreading Liu Baoqing