豁免限售承诺

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泰慕士申请豁免实控人的限售承诺,重组收益是否能覆盖豁免承诺带来的潜在风险
Hua Xia Shi Bao· 2025-07-25 13:52
Core Viewpoint - The company is seeking to waive the voluntary share lock-up commitments made by its actual controllers during the IPO to facilitate a transfer of control to Guangzhou Light Industry Group, which is seen as beneficial for the company's future development [1][4][5]. Group 1: Company Background and Control Transfer - Jiangsu Taimushi (001234) was listed on the Shenzhen Stock Exchange in 2022, with its actual controllers making commitments regarding share transfers for a period of 36 months post-IPO [3]. - The controlling shareholder, Rugao Xintai, plans to transfer 29.99% of its shares to Guangzhou Light Industry, which would make Guangzhou Light the new controlling shareholder [4]. - The company provides OEM services for well-known brands such as Decathlon and Anta, indicating its significant role in the textile and apparel industry [4]. Group 2: Waiver of Lock-up Commitments - The board of directors has approved a proposal to waive the voluntary share lock-up commitments made by the actual controllers, which is argued to be necessary for the successful transfer of control [1][4]. - The waiver is positioned as a means to ensure stability in control post-transaction and to promote the company's operational development [4][5]. - The waiver is not mandated by laws such as the Company Law or Securities Law, but rather is based on voluntary commitments made during the IPO [5][6]. Group 3: Legal and Regulatory Considerations - There are concerns regarding whether the rationale of "promoting restructuring" is sufficient to justify the waiver of voluntary lock-up commitments, with questions about the real value and urgency of the restructuring [7]. - The potential for frequent waivers of IPO commitments could undermine the credibility of such commitments in the capital market, leading to investor distrust [7]. - Regulatory clarity is needed to standardize the conditions under which waivers can be granted, ensuring the protection of minority shareholders [8].