ST路通“宫斗戏”升级

Core Viewpoint - The article discusses the ongoing control struggle at ST Luton (300555.SZ), highlighting the conflict between new major shareholder Wu Shichun and the existing management team, which has led to a series of dramatic events and challenges regarding board restructuring [1][2]. 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 by acquiring 7.44% of shares for 150 million yuan [6][5]. - 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 [6][7]. - In May, Wu Shichun and other shareholders initiated a challenge against the current board, seeking to remove existing directors and appoint new ones [9][10]. Group 2: Board Restructuring Attempts - The board of ST Luton has repeatedly rejected Wu Shichun's proposals to restructure the board, citing legal compliance and stability concerns [12][13]. - Despite attempts to convene extraordinary shareholder meetings, the management has consistently blocked these efforts, claiming that the proposals violate regulations regarding board elections during acquisition transitions [15][18]. - The independent directors' positions have been ambiguous, with some supporting the management while others have expressed concerns about the legality of the board's actions [17][16]. Group 3: Controversial Share Transfer Agreements - A significant twist occurred when Wu Shichun and his associates announced the termination of a share transfer agreement, citing non-compliance with regulatory requirements [20][19]. - The original agreement involved a unique arrangement where the actual recipient of the shares was a yet-to-be-established partnership, raising questions about the legitimacy of the transaction [23][22]. - The sudden termination of the agreement has created confusion regarding the control of the company, as Wu Shichun still holds over 10% of shares through other means, allowing him to propose changes to the board [24][27]. Group 4: Regulatory and Compliance Issues - ST Luton faced regulatory scrutiny for failing to disclose shareholder proposals to remove directors, leading to a warning issued to the chairman [25][26]. - The management's defensive actions have been undermined by their own procedural flaws, raising questions about the legitimacy of their claims against Wu Shichun [26][27]. - The ongoing conflict serves as a case study for corporate governance and compliance in the context of control changes in listed companies, emphasizing the need for adherence to regulatory frameworks to avoid detrimental outcomes for all parties involved [27].