Jiali newspaper reporter
Jia Yueting, caught in a crisis of the capital chain, eventually failed to honor his promise.
After giving reminders twice to Jia Youting and Jia Yuefang to urge them to continue to honor their loan commitments, LeTV recently issued a public notice saying that Jia Yueting said it has been unable to fulfill its interest-free borrowing because of the increasing financial crisis due to the non-listing system and its own financial crisis. The company's commitment, but also unable to fulfill the commitments to increase the shares of listed companies.
In this regard, LeTV as the relevant person in charge of holding the "Securities Daily" interview, said: 'I personally think Jia total or a creditor. But now to solve the music control, mobile debt is the primary issue, this problem is not resolved, FF financing difficult.
Industry lawyers believe that Jiayue Ting breach of loan commitment has constituted a breach of contract.The legal consequences caused by the breach are mainly Jiayue Ting need to bear the responsibility of the public company LeTV as the default, at the same time it may be recorded by the SFC integrity files.
Inability to perform
Will be chased?
After Jiayue Ting twice and Jia Yuefang urged them to continue their performance, Jia's siblings recently responded to LeTV.
According to the announcement of LeTV, the company received a reply from Jia Yueting and Jia Yuefang, both of whom said they no longer have the funds to fulfill their loan commitments to listed companies and to increase their stake in the company.
Jiayue Ting said that as a result of the financial crisis in the second half of 2016 and the non-listing system of Music as well as himself, the financial crisis continued to worsen in the first half of 2017. I have used all the proceeds from the shareholding reduction for the unlisted system and the debts to which I am involved Reimbursement and so on. At present, it has been unable to continue its interest-free borrowing to listed companies and its commitment to increase its shares.
Jia Yunting said in this letter of response to the music video that as a major shareholder of listed companies, the continuous and steady operation of listed companies has been keeping a close and constant concern. During this period, he has been actively promoting the cutting of the non-listing system of music companies and listed companies, In this way, the asset and financial security of the listed companies will be protected. Meanwhile, the assets disposal of the non-listing system in the music industry will continue to be promoted with a view to resolving the related arrears as soon as possible, and the listed companies will continue their stable operation.
He also said that in the latter part of the financial situation permitting, they are willing to continue to borrow in accordance with the commitment of the above holdings of funds to reduce the use of listed companies. '' Post-borrowing has nothing to do with the commitments of this loan, voluntarily for my own behavior. '
In response, Yang Zhaoquan, a partner of Beijing Winnott Law Firm, said that in legal terms, Jia Youting and Jia Yuefang belong to 'because of major changes in circumstances leading to the failure to fulfill their commitments' if they violated the borrowing and holdings. If Jia Youting is fully informed of the listed companies promptly, Disclaimers. "Due to a major negative event over the past year or so, Joyce has been unable to fulfill its previous commitments. According to the CSRC Guidance for Listed Companies No. 4 - Practical Control of Listed Companies, Shareholders, Related Parties, Acquirers and Listing Company Commitment and Fulfillment, "Jia Youting and LeTV should promptly and fully disclose the relevant information and the shareholders' meeting of the company can make an exemption decision on the application that the major shareholder can not fulfill its promise.
However, he said: 'Shareholders and listed companies are subject to certain penalties if the shareholders are not exempt or the listed companies do not disclose the information in time. For the shareholders, the CSRC will declare that it is unfit to hold such positions in public companies For listed companies, the SFC can refuse to approve the acquisition of the company.
In other words, whether Jia Youting needs to assume responsibility depends largely on whether LeTV will be responsible for it.
Information disclosure is illegal
Program is not compliant?
However, the music video to advance the repayment of the loan of Jiayue Ting information disclosure, some lawyers made its legal question.
Jiayue Ting had said in its 2015 reduction announcement that its funds for the reduction of Music Watch will be lent to the company without any interest as working capital for a period of not less than 60 months. If the repayment of a listed company is obtained, , Then within six months to increase the music shares.
However, after Jiayue Ting Jia Yue-fang siblings gradually took away the money from the listed companies.Le semi-annual report shows that when Jia siblings cash promised to lend to LeTV when borrowing a total of 7.4 billion yuan, the peak time Jia Sibling had lent music network does not exceed 3 billion yuan by the end of 2016, the loan only about 400 million yuan in. By June 30, 2017 the loan, has been all Jiasi siblings taken away.
On the 20th and 21st of September this year, LeTV sent letters to Jiayue Ting and Jia Yuefang respectively, requesting them to fulfill their loan and commitment to increase their shares. After 2 months, Jia's siblings finally made a reply.
According to Zhaoli Xiaoli, a lawyer with Beijing Century Law Firm, Jia Youting is not entitled to early withdrawal of funds during the loan period. If the company proposes to repay in advance, a general meeting of shareholders is required and independent directors express independent opinions. Fang should evade the voting.And in the absence of legal procedures in the circumstances, the music as early repayment Jiayue Ting, Jia Yuefang loan of about 3900000000 yuan, LeTV the earliest disclosure of information published in the 2016 annual report.
At the same time, Zang Xiaoli said: 'This event is a major event involving listed companies and the vast majority of investors, investors' investment decisions and the share price of listed companies will have a significant impact, according to the rules of information disclosure, it should promptly disclose that the latest Disclosure within three days from the date of repayment rather than wait until the regular report.
Jiayue Ting breach of commitment
Counsel claims that compensation may be required
For Jiayue Ting, Jia Yuefang unable to continue the borrower behavior, LeTV network has been found to have violated its commitments.
LeTV said the board believes that Jia Yunting, Jia Yuefang due to personal funds, debt has been unable to continue to fulfill its commitment to borrow money, and has not made a new commitment to replace the original commitment, so Jiayue Ting, Jia Yuefang has committed itself to make a loan.
'Because the major shareholder violates the promise to cause the loss to the listed company, the listed company can sue the big shareholder, seeks compensation.' Yang Zhaoquan told reporters.
Zang Xiaoli believes that Jiayue Ting's commitment to breach of loan apparently constitutes a breach of contract.The legal consequences of breach of contract there are two main reasons: First, the need to assume responsibility for the disclosure of the music company LeTV, the second is likely to be recorded by the SFC integrity files.
According to the relevant regulatory rules of the CSRC for listed companies, the fact that the actual controllers, shareholders, related parties and the purchaser of the listed company fail to fulfill their commitments or violate their commitments beyond the objective reasons, the CSRC will, pursuant to the Provisional Regulations on the Supervision and Administration of the Integrity of Securities and Futures Markets Listed the relevant information in good faith files, and conducted regulatory talks on the parties involved in the promulgation, ordered the public to make explanations, ordered them to make corrections and issued a warning letter to identify the major decision-makers of the relevant parties as inappropriate directors and supervisors of listed companies Candidates and other regulatory measures.
However, Zang Xiaoli said: 'These two legal consequences may not have a deterrent to Jiayue Pavilion, if Jiayue Ting and property are no longer in the country, even if the listed company sued for breach of contract, it is difficult to achieve the purpose of litigation. Non-compliance, the Commission credited credit records, Jiayue Ting will not be re-LeTV Supervisory Board.