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LeTV related person in charge: Jia Yueting's personal behavior should not let the listed company bear

May 15, 2019 21:58
source: First line

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Summary
[Lee TV related person in charge: Jia Yueting personal behavior should not let the listed company bear] On the evening of May 15, LeTV (300104.SZ) issued a notice saying that the company received the "Arbitration of Beijing Arbitration Commission" on the 14th, the ruling Support all the arbitration requests of LeTV Sports Shareholder Qianhaisi Tuo. LeTV.com said that after LeTV's internal calculation, LeTV Sports' two-round financing capital is more than 8.4 billion yuan. If it is calculated according to the 12% annual profit, the maximum repurchase liability involves an amount of more than 11 billion yuan. (first line)


K map 300104_2

On the evening of May 15th,Letv(300104.SZ) announced that the company received the "Arbitration of the Beijing Arbitration Commission" on the 14th, ruling to support all the arbitration requests of Leshi Sports Shareholder Qian Haisitu.

The arbitration results show thatLetvThe three respondents of Lele Interactive and Pengyi Assets paid the applicants Qianhai Site Extension a temporary repurchase amount of RMB 133 million on November 20, 2018. At the same time, the three respondents were required to pay the equity repurchase. In addition, the arbitration book also requires the three respondents to bear the total cost of the case totaling 1,352,200 yuan.

  LetvExpressLetvInternal calculations, LeTV sports two rounds of financing capital of 8.4 billion yuan, if they are calculated according to the annual profit of 12%, the maximum repurchase responsibility involves more than 11 billion yuan.

Subsequently,LetvThe relevant responsible person responded in writing to the media questions including Tencent’s “First Line”, includingLetvThe results, subsequent influences and further measures for the case of LeTV Sports Insurance Guarantee.

  The following is the full text of the question and answer:

"First line": LeTV Sports has lost all 13 other shareholders' arbitrations.LetvWhat is the total amount of repurchase liability?

A: There are currently 14 lawsuits and other shareholders. The maximum repurchase liability involves an amount of more than 11 billion yuan.

"First line": If the final ruling is all lost, how does the company plan to deal with such a large new debt? What is the current overall debt situation of the company?

A: For the debts of more than 10 billion that come out of thin air, if the company is finally settled, the company will have no reinvigorating power. Bankruptcy and restructuring, asset restructuring, debt restructuring, etc. will no longer exist on the basis of implementation. Only bankruptcy liquidation Road, the company's previous efforts have all gone. We have been working hard and we have not succeeded. We are not satisfied.

"First line": In the announcement, the company raised objections to the result of this ruling. What is the key point of the company's opinion? Did you communicate with Jia Yueting on the case, what is the attitude of the other party?

A: According to Article 16 of the “Company Law”: the company invests in other enterprises or provides guarantees for others, in accordance with the provisions of the company's articles of association, the resolution of the board of directors or the shareholders' meeting of shareholders; the total amount of investment or guarantees and individual investment of the company's articles of association If the amount of the guarantee is limited, it shall not exceed the prescribed limit. If the company provides guarantees for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting. Shareholders stipulated in the preceding paragraph or shareholders who are subject to the actual controllers prescribed in the preceding paragraph shall not participate in the voting on the matters stipulated in the preceding paragraph. The vote was passed by more than half of the voting rights held by other shareholders present at the meeting.

Article 121 of the "Company Law" stipulates that: a listed company that purchases or sells major assets within one year or whose guarantee amount exceeds 30% of the company's total assets shall be resolved by the general meeting of shareholders and shall be voted by the shareholders present at the meeting. Passed the second or more.

At the same time, in August 2018, the Supreme People's Court issued the "Interpretation (manuscript) on the application of legal issues concerning the trial of a company providing security disputes to others". The first article clearly stipulates that "the legal representative of the company is not in accordance with the company law. The provisions of the first and second paragraphs provide guarantees for others in the name of the company. If the company claims that the guarantee contract does not have any effect in accordance with the provisions of Article 50 of the Contract Law, the people's court shall support it. spirit.

Recent cases of the same type of case: In November 2018, the Beijing Higher People's Court made a judgment on the case of violation of the guarantee of Harbin Institute of Technology High-tech Industrial Development Co., Ltd. (600701.SH). In January 2019, the Shanghai Higher People's Court against Guangxi. Huijin Technology Co., Ltd. (600556.SH) made a judgment in violation of the guarantee case, and determined that the contents of the relevant agreement without the legal resolution of the board of directors and shareholders meeting of the listed company and the external guarantees did not have legal effect on the listed company.

According to this relevant law, judicial spirit, similar jurisprudence, the company believes that this case should not beLetvTake responsibility.

"First line": How to deal with the subsequent 13 lawsuits, what preparations does the company have?

A: The company must go all out to deal with litigation. We believe in justice.

"First line": The company believes that Jia Yueting's guarantee is illegal and why is it lost? What is the basis of the court decision?

A: According to Article 16 of the "Company Law": the company invests in other enterprises or provides guarantees for others, in accordance with the provisions of the company's articles of association, the board of directors or the shareholders' meeting of the shareholders' meeting resolution; the company's charter on the total amount of investment or guarantee and individual investment or If the amount of the guarantee is limited, it shall not exceed the prescribed limit. If the company provides guarantees for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting. Shareholders stipulated in the preceding paragraph or shareholders who are subject to the actual controllers prescribed in the preceding paragraph shall not participate in the voting on the matters stipulated in the preceding paragraph. The vote was passed by more than half of the voting rights held by other shareholders present at the meeting.

Article 121 of the "Company Law" stipulates that: a listed company that purchases or sells major assets within one year or whose guarantee amount exceeds 30% of the company's total assets shall be resolved by the general meeting of shareholders and shall be voted by the shareholders present at the meeting. Passed the second or more.

Jia Yueting’s actions violated the above laws. Regardless of the results of the rulings that have been issued, or pending cases, the company will continue to take a variety of measures to actively respond. We believe in justice.

"First line": As the person in charge of the company and the main party involved in the incident, Jia Yueting's responsibility in the case is what it is, and it has put the listed company into a huge repurchase vortex, and there is no corresponding statement. The scale of repurchase of tens of billions is difficult for listed companies. Does the company require Jia Yueting to undertake the repurchase arrangement?

A: In this matter, Jia Yueting is the first responsible person, he isLetvAnd the actual controller of LeTV Sports is also the biggest beneficiary of this violation guarantee.

So far, I have not received any statement from Jia Yueting. The bell must also be ringed, and the company has been calling Jia Yueting to solve the problem.

(Article source: first line)

                (Editor: DF142)

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