Concealment of shareholding for three years.

《Investor Network》 Zhang Jingyi

Recently, Gettop Accoustic Co., Ltd. (stock code: 002655, hereinafter referred to as Gettop Accoustic/Company) received a warning letter issued by the Shandong Securities Regulatory Bureau for shareholding, regarding the decision on Gettop Accoustic Co., Ltd., Wan Caixin, and Zhao Chenglong.

Looking at the company's development in recent years, although there have been continuous capital operation plans, there has been no significant growth in performance. Moreover, the situation of changing the actual controller twice in three years may bring some uncertainty to the future.

Private placement withdrawal may be related to shareholding.

According to the announcement, during the routine supervision by the Shandong Securities Regulatory Bureau, it was discovered that Wuxi Ruihao Semiconductor Devices Limited Partnership Enterprise (hereinafter referred to as 'Wuxi Ruihao'), an indirect shareholder of Gettop Accoustic, had a situation of shareholding.

Specifically, among the partnership shares of Wuxi Ruihao, 17.63% was directly held by Wan Caixin, while the remaining 82.37% was held by Wan Caixin and Liao Yong on behalf of 16 employees under the controlling shareholder of Gettop Accoustic.

However, in the annual reports of Gettop Accoustic disclosed in 2021 and 2022, as well as in related securities issuance disclosure documents, it was claimed that Wan Caixin held 35% of the partnership shares of Wuxi Ruihao, and Liao Yong held 65%, which is significantly inconsistent with the actual situation.

Shandong Securities Regulatory Bureau believes that the above actions of Gettop Accoustic violate the relevant provisions of Article 3 and Article 14 of the "Measures for the Administration of Information Disclosure of Listed Companies" (CSRC Order No. 182), as well as Article 5, Article 25, and Article 38 of the "Administrative Measures for the Issuance and Listing of Securities by Listed Companies" (CSRC Order No. 206). At the same time, as the parties involved in the proxy holding matters, Wan Caixin and Zhao Chenglong failed to faithfully and diligently perform their duties when signing the written confirmations in the "2021 Annual Report" and "2022 Annual Report," as well as when signing the resolutions of the Supervisory Board on the review of securities issuance information disclosure documents, thus violating the relevant laws and regulations.

Based on the above violations, Shandong Securities Regulatory Bureau has decided to issue a warning letter as an administrative supervision measure to Gettop Accoustic, Wan Caixin, and Zhao Chenglong, and record this decision in the Securities and Futures Market Integrity File Database.

It is worth mentioning that Gettop Accoustic's previous withdrawal during the private placement registration phase may also be related to the issue of equity proxy holding.

In March 2023, Gettop Accoustic applied to the Shenzhen Stock Exchange for the issuance of shares to specific targets. The company plans to issue no more than 51.3875 million shares to the controlling shareholder, Wuxi Weigan Semiconductor Co., Ltd. (referred to as Wuxi Weigan), raising 0.5 billion yuan for the smart automobile module upgrade and expansion project, MEMS sensor and module upgrade and expansion project, high-end speaker and module upgrade project, as well as for supplementary working capital.

In July 2023, Gettop Accoustic's private placement of shares was approved and submitted for registration. However, by January 2024, Gettop Accoustic withdrew the registration application documents. According to the announcement issued by the company at that time, the Board of Directors, management, and intermediary agencies decided to terminate the issuance of shares to specific targets due to changes in the market environment and other reasons after active promotion of the issuance work, following full communication and careful analysis.

It was only after the termination of the issuance registration that Gettop Accoustic disclosed the equity proxy holding. However, at that time, Gettop Accoustic announced that it was about to undergo a change in control.

Change of actual controller twice in three years

On April 3, 2024, Gettop Accoustic issued a "Correction Announcement on the Equity Structure of the Actual Controller," stating that the company had received a "Notification Letter" from the actual controller Wan Caixin, indicating that there was actually a situation of equity holding by Wan Caixin and the concerted action person, Mr. Liao Yong, holding shares of Wuxi Ruihao Property.

On the same day, Gettop Accoustic also issued a "Notice of Change of Actual Controller and Shareholders' Equity Change", announcing that on March 29, 2024, the controlling shareholder of the company, Wuxi Weigan, and the shareholders of Wuxi Ruihao Partners, Wan Caixin and Liao Yong, signed a property share transfer agreement with Weihao Chuangxin. Weihao Chuangxin intends to acquire a total of 82.38% of the partnership enterprise shares held by Wan Caixin and Liao Yong, and become the executive managing partner of Wuxi Ruihao. At the same time, Wan Caixin and Liao Yong have terminated their concerted actions with Wuxi Ruihao.

Since 2021, Gettop Accoustic has not disclosed the issue of Wan Caixin's equity agency holding, and it was in that year that Wan Caixin became the actual controller of the company. This means that Wan Caixin and Gettop Accoustic's "concealment" of the equity agency holding has lasted for 3 years.

Currently, the actual controller of Gettop Accoustic has been changed to Zhou Siyuan. On July 1, 2024, Gettop Accoustic received a notification from the controlling shareholder Wuxi Weigan that Weihao Chuangxin has paid Mr. Wan Caixin and Mr. Liao Yong a total of 51% of the transfer price in accordance with the "Property Share Transfer Agreement". Therefore, Zhou Siyuan has become the actual controller of Wuxi Weigan and the actual controller of Gettop Accoustic.

This change in the actual controller of Gettop Accoustic once again provides significant room for market speculation. It is reported that Weihao Chuangxin was established in July 2020 and is an investment company focusing on the semiconductor field. The subscribed capital is currently 24 billion yuan, with a paid-in capital of approximately 6 billion yuan, investing in about 60 projects, with several companies seeing growth in valuation.

Frequent capital operations have not been able to reverse the decline in performance

Gettop Accoustic was established in 2001, focusing on the research and development, production, and sales of miniature acoustic components and acoustic components. Its product line includes miniature microphones, miniature speakers/receivers, and array modules. In 2012, the company successfully went public on the A-share market.

However, since its listing, Gettop Accoustic's operating performance has been declining. In 2012, the net income was 0.044 billion yuan, a year-on-year decrease of 18.49%, dropping to 0.018 billion yuan by 2016, and in 2017, a loss of 0.175 billion yuan was recorded.

In fact, Gettop Accoustic has also tried multiple times to improve its performance through capital operations. In December 2015, the company announced plans to acquire 100% equity of Spring Fusion and Lehua Culture, worth a total of 4.12 billion yuan, to enter the entertainment and film industry. However, in October 2016, the company abandoned the acquisition of Spring Fusion, and in February 2017, due to Lehua Culture's plans for new capital operations, Gettop Accoustic decided to terminate the restructuring.

After the acquisition of Lehua Culture plan failed, Gettop Accoustic began to plan for a change of ownership. In April 2017, the company announced that the controlling shareholder of Weifang Gaokai planned to transfer 100% equity of Weifang Gaokai for 0.5 billion yuan and take on 0.291 billion yuan in debt. If the transaction is completed, Rongqiang Yu will become the actual controller of Gettop Accoustic. However, this change of ownership did not materialize. Xie Guanhong acquired 15.27% of Gettop Accoustic shares held by Weifang Gaokai through Aisheng Acoustic in December 2017, becoming the new controlling shareholder.

In November 2018, Gettop Accoustic disclosed a restructuring plan, planning to complete asset restructuring through the absorption and merger of Wanmosound, valued at 3.36 billion yuan. However, after several adjustments, the restructuring plan was finally rejected at the end of 2019. Subsequently, Gettop Accoustic announced an extension of the restructuring deadline. However, in July 2020, the company announced the termination of the restructuring. The reason was that under the influence of the epidemic, Wanmosound's performance growth did not meet expectations, and there was uncertainty in achieving the 2020 performance commitment.

In September 2021, Xie Guanhong transferred the control of Gettop Accoustic, and the company changed hands again to Wancaixin.

Frequent changes in equity and asset acquisitions have actually not improved the operating performance of Gettop Accoustic. From 2021 to 2023, the company's revenue was 0.948 billion yuan, 1.003 billion yuan, 0.998 billion yuan respectively, and the net income was 60.762 million yuan, 56.0562 million yuan, 55.6694 million yuan respectively. The performance has basically remained stagnant.

Regarding this change of ownership again, Gettop Accoustic stated that Weihao Chuangxin has long focused on equity investments in high-quality enterprises in the field of semiconductor, which is beneficial for business expansion in the field of acoustic components and semiconductor devices after becoming the indirect controlling shareholder. This will have a positive impact on the company's business transformation and upgrade. (Produced by Think Business)