Music Xin Xin buyout fund early repayment 300 million yuan was questioned by Shenzhen Stock Exchange


Music Xin Xin buyout fund early repayment 300 million yuan was questioned by Shenzhen Stock Exchange

Sina Technologies News October 29 evening news, the Shenzhen Stock Exchange to LEVEL under the inquiry letter said that the LEVEL Xingen merger and acquisition fund as the main LEVEL consolidated statements within the scope of the transaction amount reached the company's latest period of audited net assets of 45.25%, but the company did not fulfill the review procedures and disclosure obligations.

The Shenzhen Stock Exchange asked LTV to explain the reasons for the serious lag in the time of knowing and disclosing, and to verify whether there were any major flaws in the company's internal fund management. Require to verify whether it violates the "GEM listing rules" and "articles of association" and other relevant provisions.

The Shenzhen Stock Exchange said it was established in March 2016 with a term of 5 years. In the company's debt crisis has not been resolved, the company's Xingen M&A fund to Wuhu Gefei in advance to pay 300 million yuan in capital. It is required that LTV network explain the basic situation of Wuhu Gefei and the source of investment funds, verify whether the merger and acquisition fund of LTV Xingen has fulfilled the review procedure according to the provisions, and whether the advance payment of the principal to Wuhu Gefei violates the provisions of laws and regulations and relevant agreements.

The following is the full text of the inquiry letter of the Shenzhen Stock Exchange.

Enquiry about the Limited by Share Ltd of information technology (Beijing)

Gem inquiry letter [2018] 421st

The Limited by Share Ltd information technology (Beijing) board of directors:

On October 29, your company disclosed the Notice on Important Matters, showing that Shenzhen Lexingen M&A Fund Investment Management Enterprise (Limited Partnership) (hereinafter referred to as "Lexingen M&A Fund") has submitted to Wuhu Gefei Asset Management Co., Ltd. (hereinafter referred to as "Wuhu Gefei") on September 25, 2018. Pay 300 million yuan principal.

As the principal part of your company's consolidated statement, the above transaction amount reaches 45.25% of your company's recently audited net assets, but your company has not fulfilled its review procedures and disclosure obligations.

My department is concerned about this. Please give written instructions on the following matters after careful verification.

1. The announcement shows that the company did not know about the situation until nearly a month after the LV Xingen Fund paid $300 million to Wuhu Gefei. Ask your company: (1) to explain the reasons for the serious lag in the time of knowing and disclosing, and to verify whether there are any major deficiencies in the management of internal funds; (2) to verify whether the directors and other responsible persons have fulfilled their duty of diligence and due diligence to safeguard the interests of listed companies, and to explain what measures the above-mentioned personnel will take to prevent them A similar situation occurred again.

2. According to your announcement of March 28, 2016, "Notice on Initiating the Establishment of Investment M&A Fund and Subscribing the Share of Fund", the term of the M&A fund of Lexingen is 5 years. In the case of your company's debt crisis has not been resolved, Lexus Xingen M&A Fund to Wuhu Gefei in advance to pay 300 million yuan of capital. Ask your company: (1) Combined with the Partnership Agreement and related arrangements, the specific impact on your company, verify the reasons and necessity of the early payment of part of the principal of the Lexus Xingen M&A Fund; (2) Combined with the Partnership Enterprise Law and other laws and regulations and related agreements, verify the Lexus Xingen M&A foundation. Has Jin fulfilled the deliberation procedure according to the stipulations, and whether it violates the laws, regulations and relevant agreements to pay the principal money to Gefei in advance; (3) Explain the basic situation of Gefei in Wuhu, the sources of investment funds, and verify the merger and acquisition foundation of Gefei shareholders, Dong Jiankao, relevant capital parties and your company and its affiliated parties, and Lexin Is there any correlation between gold and its related parties?

3. Your company has not fulfilled the review procedure and information disclosure obligations for the advance payment of part of the principal of the Lexus Xingen M&A Fund. Please verify whether it violates the relevant provisions of the GEM Stock Listing Rules and the Articles of Association.

4. requests the sponsor to make independent verification opinions on the above issues. Please make a written statement on the above issues and submit the relevant explanatory materials to our department before November 1.

This is to inform you.

Management Department of GEM COMPANY

October 29, 2018


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