21调查｜吴世春协议转让终止，ST路通“宫斗戏”升级

Core Viewpoint - The control struggle over ST Luton (300555.SZ) has intensified, with new major shareholder Wu Shichun and existing management clashing over board restructuring, highlighting the complexities of corporate governance in listed companies [2][5]. Group 1: Shareholder Dynamics - Wu Shichun, chairman of Meihua Venture Capital, has been actively acquiring stakes in listed companies, becoming the largest shareholder of ST Luton after purchasing 7.44% of shares for 150 million yuan [6][7]. - The ownership structure of ST Luton has been unstable since its listing in 2016, with multiple changes in controlling shareholders and a trend of declining revenue and net profit [8][9]. - In May, Wu Shichun and other shareholders attempted to challenge the current board by proposing the removal of existing directors and appointing new ones, but faced resistance from the management [9][12]. Group 2: Board Restructuring Attempts - The board of ST Luton has rejected Wu Shichun's proposals to remove directors three times, citing legal compliance and concerns over operational stability [15][18]. - Wu Shichun's attempts to convene a temporary shareholders' meeting were also thwarted, as the board claimed that the proposals violated regulations during the acquisition transition period [16][18]. - The independent directors' positions have been ambiguous, with some supporting the management while others expressed concerns over the board's refusal to submit shareholder proposals [17][18]. Group 3: Regulatory and Compliance Issues - The struggle has drawn attention from the Shenzhen Stock Exchange, which questioned whether the board was improperly limiting shareholder rights [18]. - A dramatic turn occurred when the share transfer agreement between Wu Shichun and other shareholders was abruptly terminated, raising questions about compliance with regulatory requirements [19][20]. - The termination of the agreement has created confusion regarding the recognition of the acquisition transition period, complicating the situation further [22][23]. Group 4: Market Reactions and Implications - As of June 23, Wu Shichun's stake in ST Luton increased to 8.03%, indicating ongoing interest in the company despite the board's resistance [23]. - The events surrounding ST Luton's control struggle serve as a critical case study for corporate governance and compliance in similar companies, emphasizing the need for consensus within regulatory frameworks to avoid detrimental outcomes for all parties involved [23].