In April 15th, the Lukang culture announced that it would introduce non-state-owned shares to the strategic investors in the background of non-public offering, and to non-public offering shares to Huaibei Central Lake belt and Anhui new material fund. After the issuance is completed, the Central Lake belt of Huaibei will hold 10.85% of the company's shares and become the largest shareholder of the company. The Anhui new material fund will hold 8.47% of the company's shares and become the third largest shareholder of the company.

In the evening of April 15th, Lukang culture once again announced that it received the inquiry letter from the Shanghai stock exchange and asked the company to explain many details about the issue of non-public offering. It includes the announcement of the company's share transfer and the actual controller's proposed change, which requires that the issue of the non-public offering and whether the actual controller intends to change is a package deal.

In this regard, the Securities Daily reporter called the company to consult relevant matters as an investor, and the staff said that the follow-up meeting would announce relevant matters. However, the Securities Daily reporters from the exchange list shows that in April 14th, the first trading day of Lukang's cultural disclosure of non-public issues, Shanghai and Hangzhou hot money invested heavily in the company's stock.

Multiple matters doubt

The exchange asked details.

The Lukang cultural Bulletin shows that the non-public offering will not lead to changes in the actual controller of the company.

However, the Shanghai stock exchange is concerned that as early as the end of 2019, Lukang culture had issued a suggestive announcement on the transfer of shares and the actual controller's proposed change. The announcement said that the controlling shareholders and major shareholders of the previous company had signed the relevant framework agreement and the power of attorney agreement with the Huaibei construction investment company. After the completion of the transaction, the company's actual controller will be changed to Huaibei construction investment company. The proportion of voting rights is 25.64% of the total share capital of the company at that time. At present, the transaction is still advancing.

However, according to the April 15th announcement, one of the objects of the non-public offering of Lukang culture is also the Huaibei Central Lake belt controlled by Huaibei construction and investment (Huaibei Central Lake belt as a wholly owned subsidiary of Huaibei construction and investment). In view of this, the Shanghai stock exchange requires the company to supplement the current stage and the latest progress in the transfer of pre planning control rights. Whether the non-public issuance and pre control transfer transactions constitute a package deal, whether they are mutually traded, whether there are significant changes in the transfer of control rights, and whether there are other major transaction arrangements that have not been disclosed.

In addition, in the case that the former company's real controller has signed the equity transfer framework agreement with the Huaibei construction investment company to transfer the shares to Huaibei construction and investment company, the Central Lake belt of Huaibei won the right to vote in the non-public offering (accounting for 10.85%), and did not merge with the previous Huaibei construction investment and the voting rights (together with 25.64% of the total share capital of the company). The main consideration is whether compliance. Moreover, the company identified the Huaibei Central Lake belt as a strategic investor rather than a real controller (or its co operative person), whether it is accurate and inconsistent with the previous information disclosure.

What we need to pay attention to is that, according to the notice issued by Lukang culture, the major shareholders, including Liao Jinyi, have made it clear in the previous framework agreement on equity transfer. The voting rights of major shareholders including Liao Jinyi must be revoked to Huaibei construction and investment. However, in the April 15th announcement, it was mentioned that the shareholder, Miyun Jin Yi, entrusted the voting rights of his 5.32% shares to the company's real controller Qian Wenlong unconditionally.

This raises the concern of the Shanghai stock exchange. Therefore, it requires Lukang culture to explain Liao Jinyi's main consideration of giving the voting rights to Qian Wenlong. If Liao Jinyi does not entrust the voting rights to Qian Wenlong, does the non-public offering lead to the tender offer and related restriction obligations of the Huaibei Central Lake belt of Huaibei construction and Investment Corporation? And other matters.

Former enquiry letter

It is still in arrears for more than 3 months.

Besides, the Shanghai stock exchange also inquired about other matters related to Huaibei construction investment and Huaibei Central Lake belt. In response, the Securities Daily reporter contacted the company as an investor. The company said it would reply to relevant matters within 5 working days.

However, as early as December 2019, Lukang culture had received the relevant inquiry letter about the performance of the Shanghai stock exchange. However, the company issued a notice of postponed reply. In March this year, in Shanghai e interactive platform, there are still investors asked, "the Shanghai Stock Exchange's inquiry letter has been more than three months, when does the company intend to reply? Is it going to be delayed indefinitely? How about giving shareholders a time? Please reply clearly when to reply!!!

In this regard, the company said, "the board of directors will follow the new transaction plan and the progress of the transaction in a timely manner to fulfill the relevant deliberation procedures and fulfill the corresponding information disclosure obligations."

The Securities Daily will continue to pay attention to Lukang's culture.