Tianlong Optoelectronics (300029.SZ) recently appeared in a private equity fund raising prospectus, and assumed irrevocable joint and several liability guarantee for the fund repurchase to ensure the security and income of the priority investors.
Although the guarantee amount of 70 million yuan has exceeded the 10% "red line" of Tianlong Optoelectronics' recent net assets, and the company's guarantee commitment has taken effect on November 1, the guarantee has not been announced by the company. The move sparked doubts in the industry about the violation of the listed company's letter.
Providing equity repurchase guarantees for private equity funds
A prospectus obtained by Shengrong Daily Investment Co., Ltd. (hereinafter referred to as “Shengfu Fortuneâ€), which was exclusively acquired by China Business News, shows that the company intends to issue and collect Xinjiang Turpan Power Generation Project Construction Investment Fund (hereinafter referred to as “Xianshan Photovoltaic Power Generation Fundâ€). The investment period of the fund is 12 months and the issuance scale is RMB 60 million. The investment direction is Xinjiang Tianli Enze Solar Energy Technology Co., Ltd. Shanshan Hongshankou Phase I 20MWp photovoltaic grid-connected power generation project. The priority expected yield is 11% and 12%. Two files.
It is worth noting that the project's risk control measures, in addition to the signing of Fortune Wealth and priority investors, guarantee the fund's income, and the share of the limited partner investment that expires at the premium repurchase, but also the listed company Tianlong Optoelectronics . Tianlong Optoelectronics assumes irrevocable joint and several liability guarantees for the fund repurchase, ensuring the security and income of the priority investors.
Tianlong Optoelectronics issued a letter of commitment to Shengrong Fortune on October 29, which indicated that Tianlong Optoelectronics agreed to provide joint liability guarantee to Shanrong Fortune for Shanshan Photovoltaic Power Generation Fund (RMB 70 million) in the implementation of relevant counter-guarantee measures. In the event that Shengrong Wealth cannot fulfill the relevant repayment obligations of the fund, Tianlong Optoelectronics guarantees that all or part of the principal and expected income of the fund cannot be repaid by the project invested by Shanshan Photovoltaic Power Fund.
"This commitment has been in effect since November 1, 2013, and has expired one year after the dissolution of the Fund." The Letter of Commitment concluded.
On October 29th, Tianlong Optoelectronics (Party C) also signed all priority limited partners (Party A) of the main limited partnership of Shanshan Photovoltaic Power Generation Fund and the fund repurchasing party and manager Shengrong Fortune (Party B). Fund Equity Repurchase Guarantee Contract. According to the contract, Party C's guarantee object is Party A's premium investment share in Shanshan Photovoltaic Power Generation Fund, with a guarantee amount of RMB 70 million. When the agreed Party A investment period expires and Party B is unable to repurchase the fund share or pay the repurchase payment as agreed, Party C shall assume Party A's repurchase guarantee liability against Party A for part or all of the fund shares not repurchased by Party B. On the basis of the original fund subscription price, in accordance with the terms of the “Equity Repurchase Agreement†signed by Party A and Party B, the repurchase payment will be paid to Party A by way of cash premium repurchase of the fund share.
At the end of the guarantee contract, the signing and sealing section of Party B has the official seal of Shengrong Fortune and “Gong Rui Haiyinâ€. In addition to the official seal of Tianlong Optoelectronics, Party C also has the signature of "Feng Jinsheng". According to the information, Feng Jinsheng is the chairman and legal representative of Tianlong Optoelectronics. Party A’s signature and seal is blank.
Questioned procedure violation
However, for the above guarantees, Tianlong Optoelectronics has no relevant information disclosure announcement.
The "Shenzhen Stock Exchange GEM Listing Rules" stipulates that when a listed company has a "guarantee" issue, it shall "disclose it in a timely manner after deliberation by the board of directors"; such as "a single guarantee amount exceeds the company's latest audited net assets 10 The % guarantee shall also be submitted to the general meeting of shareholders for consideration after the board of directors has reviewed and approved it.
The reporter checked the financial report of Tianlong Optoelectronics and found that the latest audited financial report was the 2012 annual report. At the end of 2012, Tianlong Optoelectronics' net assets attributable to shareholders of listed companies was 697 million. Based on this calculation, the 70 million foreign guarantees have exceeded the “red line†of 10% of net assets.
"In principle, external guarantees exceeding 10% of net assets must be voted at the general meeting. If the listed company does not disclose anything, it is a violation of the rules." A sponsor representative of a Shanghai brokerage said in an interview with the company. External guarantees are generally directed at bank loans and trust products, while banks and trusts are included in the central bank's credit information system. It is impossible for listed companies to conceal. "But it is afraid to sign a private 'drawer agreement' with private placement, which is a hidden guarantee. It can't be seen on the credit information system. Even the annual audit, the accountant can't find it."
The reporter interviewed Lu Song, the secretary of Tianlong Optoelectronics, on the above matters. Lu Song’s response was: “According to Article 9.11 of the GEM Listing Rules and Article 110 of our Articles of Association, the guarantee must be subject to the board of directors and shareholders meeting. The repurchase guarantee has not passed the appeal review procedure and does not have legal effect. According to the information disclosure method, the guarantee needs to sign a formal guarantee contract and perform relevant approval procedures to form legal effect, and the company will announce it in time.
A partner of a law firm in Shanghai said in an interview that if the listed company's articles of association clearly stipulate that the guarantee agreement needs to be legally approved by the board of directors and the shareholders' meeting, the listed company has the obligation to let the counterparty know. At the same time, the major matters need to be disclosed in a timely manner, and at the time of disclosure, the “the agreement will take effect after the approval of the board of directors and the shareholders meetingâ€, otherwise it is obvious violation of the letter. If the agreement does not finally pass the board of directors and the general meeting of shareholders, the listed company may face the loss of the counterparty, which is also a potential legal risk.
(This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED. Readers need to verify the relevant content by themselves.)
Although the guarantee amount of 70 million yuan has exceeded the 10% "red line" of Tianlong Optoelectronics' recent net assets, and the company's guarantee commitment has taken effect on November 1, the guarantee has not been announced by the company. The move sparked doubts in the industry about the violation of the listed company's letter.
Providing equity repurchase guarantees for private equity funds
A prospectus obtained by Shengrong Daily Investment Co., Ltd. (hereinafter referred to as “Shengfu Fortuneâ€), which was exclusively acquired by China Business News, shows that the company intends to issue and collect Xinjiang Turpan Power Generation Project Construction Investment Fund (hereinafter referred to as “Xianshan Photovoltaic Power Generation Fundâ€). The investment period of the fund is 12 months and the issuance scale is RMB 60 million. The investment direction is Xinjiang Tianli Enze Solar Energy Technology Co., Ltd. Shanshan Hongshankou Phase I 20MWp photovoltaic grid-connected power generation project. The priority expected yield is 11% and 12%. Two files.
It is worth noting that the project's risk control measures, in addition to the signing of Fortune Wealth and priority investors, guarantee the fund's income, and the share of the limited partner investment that expires at the premium repurchase, but also the listed company Tianlong Optoelectronics . Tianlong Optoelectronics assumes irrevocable joint and several liability guarantees for the fund repurchase, ensuring the security and income of the priority investors.
Tianlong Optoelectronics issued a letter of commitment to Shengrong Fortune on October 29, which indicated that Tianlong Optoelectronics agreed to provide joint liability guarantee to Shanrong Fortune for Shanshan Photovoltaic Power Generation Fund (RMB 70 million) in the implementation of relevant counter-guarantee measures. In the event that Shengrong Wealth cannot fulfill the relevant repayment obligations of the fund, Tianlong Optoelectronics guarantees that all or part of the principal and expected income of the fund cannot be repaid by the project invested by Shanshan Photovoltaic Power Fund.
"This commitment has been in effect since November 1, 2013, and has expired one year after the dissolution of the Fund." The Letter of Commitment concluded.
On October 29th, Tianlong Optoelectronics (Party C) also signed all priority limited partners (Party A) of the main limited partnership of Shanshan Photovoltaic Power Generation Fund and the fund repurchasing party and manager Shengrong Fortune (Party B). Fund Equity Repurchase Guarantee Contract. According to the contract, Party C's guarantee object is Party A's premium investment share in Shanshan Photovoltaic Power Generation Fund, with a guarantee amount of RMB 70 million. When the agreed Party A investment period expires and Party B is unable to repurchase the fund share or pay the repurchase payment as agreed, Party C shall assume Party A's repurchase guarantee liability against Party A for part or all of the fund shares not repurchased by Party B. On the basis of the original fund subscription price, in accordance with the terms of the “Equity Repurchase Agreement†signed by Party A and Party B, the repurchase payment will be paid to Party A by way of cash premium repurchase of the fund share.
At the end of the guarantee contract, the signing and sealing section of Party B has the official seal of Shengrong Fortune and “Gong Rui Haiyinâ€. In addition to the official seal of Tianlong Optoelectronics, Party C also has the signature of "Feng Jinsheng". According to the information, Feng Jinsheng is the chairman and legal representative of Tianlong Optoelectronics. Party A’s signature and seal is blank.
Questioned procedure violation
However, for the above guarantees, Tianlong Optoelectronics has no relevant information disclosure announcement.
The "Shenzhen Stock Exchange GEM Listing Rules" stipulates that when a listed company has a "guarantee" issue, it shall "disclose it in a timely manner after deliberation by the board of directors"; such as "a single guarantee amount exceeds the company's latest audited net assets 10 The % guarantee shall also be submitted to the general meeting of shareholders for consideration after the board of directors has reviewed and approved it.
The reporter checked the financial report of Tianlong Optoelectronics and found that the latest audited financial report was the 2012 annual report. At the end of 2012, Tianlong Optoelectronics' net assets attributable to shareholders of listed companies was 697 million. Based on this calculation, the 70 million foreign guarantees have exceeded the “red line†of 10% of net assets.
"In principle, external guarantees exceeding 10% of net assets must be voted at the general meeting. If the listed company does not disclose anything, it is a violation of the rules." A sponsor representative of a Shanghai brokerage said in an interview with the company. External guarantees are generally directed at bank loans and trust products, while banks and trusts are included in the central bank's credit information system. It is impossible for listed companies to conceal. "But it is afraid to sign a private 'drawer agreement' with private placement, which is a hidden guarantee. It can't be seen on the credit information system. Even the annual audit, the accountant can't find it."
The reporter interviewed Lu Song, the secretary of Tianlong Optoelectronics, on the above matters. Lu Song’s response was: “According to Article 9.11 of the GEM Listing Rules and Article 110 of our Articles of Association, the guarantee must be subject to the board of directors and shareholders meeting. The repurchase guarantee has not passed the appeal review procedure and does not have legal effect. According to the information disclosure method, the guarantee needs to sign a formal guarantee contract and perform relevant approval procedures to form legal effect, and the company will announce it in time.
A partner of a law firm in Shanghai said in an interview that if the listed company's articles of association clearly stipulate that the guarantee agreement needs to be legally approved by the board of directors and the shareholders' meeting, the listed company has the obligation to let the counterparty know. At the same time, the major matters need to be disclosed in a timely manner, and at the time of disclosure, the “the agreement will take effect after the approval of the board of directors and the shareholders meetingâ€, otherwise it is obvious violation of the letter. If the agreement does not finally pass the board of directors and the general meeting of shareholders, the listed company may face the loss of the counterparty, which is also a potential legal risk.
(This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED. Readers need to verify the relevant content by themselves.)
Frequency Conversion Cable,Vfd Cable,Emc Cable,Emc Shielded Cable
HENAN QIFAN ELECTRIC CO., LTD. , https://www.hnqifancable.com