Author：Wall Street CN

On the evening of April 2, ST Xifa issued an announcement stating that the company has been unable to contact its chairman, Luo Xi, which has resulted in his temporary inability to perform his duties as chairman.

In accordance with relevant laws and regulations and the company's articles of association, Vice Chairman Liao Chuan is temporarily performing the duties of Chairman. Luo Xi is the actual controller of the company and does not hold any other positions.

The announcement stated that the company's control has not changed, other directors and senior management are performing their duties normally, the board of directors still has 8 directors operating normally, and the number of independent directors meets the requirements.

The company is currently in the pre-restructuring stage and is cooperating with the court and the interim administrator in relevant work. Although no matters have been found that would have a significant adverse impact on the pre-restructuring or major asset restructuring, there is still uncertainty as to whether the company can successfully enter the restructuring process, and there is a risk that the restructuring will fail and the company may be declared bankrupt.

Currently, Luo Xi, through his subsidiary Tibet Shengbang Holdings Co., Ltd., holds 33,613,200 shares of ST Xifa, representing 12.74% of the company's total share capital, making him the actual controller of the listed company. At present, Luo Xi serves as the company's chairman and chairman of the board's strategy committee, but does not hold any other positions within the company.

According to the 2024 annual report, Luo Xi is a Chinese citizen with no permanent residency abroad. Born in October 1973, he holds a master's degree. He previously worked at Sichuan Saite Electronics Co., Ltd., Sichuan Shengbang Investment Co., Ltd., and Beijing Wanbo Zhiye Information Technology Co., Ltd. He has served as Chairman of Tibet Development Co., Ltd. since January 2020.

In 2024, Luo Xi's total pre-tax compensation was 919,300 yuan.

Liao Chuan, who is temporarily assuming the duties, was born in June 1971. He holds a Bachelor of Engineering degree in Mechanical Engineering from Chongqing University and a Master of Business Administration degree from Southwestern University of Finance and Economics. He is a professional engineer in Electronic Engineering. From August 1993 to July 2001, he served as a project manager at Sichuan Microelectronics Technology Application Engineering Co., Ltd., and obtained the professional engineer title in Electronic Engineering in November 1998. From July 2001 to March 2004, he served as the deputy general manager and chief engineer of Sichuan Chuanwei Electronics System Engineering Co., Ltd. From February 2025 to the present, he has served as the vice chairman of Tibet Development Co., Ltd.

According to public information, Tibet Development Co., Ltd.'s main business is the production and sale of beer, with Lhasa Beer being its main product.

On April 1st and 2nd, ST Xifa's stock hit the daily limit down. On April 3rd, the company's stock opened at the daily limit down.

On January 29, ST Xifa released its performance forecast, expecting net profit attributable to the parent company of RMB 110 million to RMB 160 million in 2025, representing a year-on-year increase of 319.91% to 510.77%. The main reason for the significant increase in net profit attributable to shareholders of the parent company in 2025 is the substantial recovery of accounts receivable and the reversal of bad debt provisions by the company and its holding subsidiary, Tibet Lhasa Beer Co., Ltd., resulting in a significant year-on-year decrease in credit impairment losses.

Meanwhile, the company's net profit excluding non-recurring items is expected to be between RMB 20 million and RMB 27 million, a slight decrease year-on-year. This is mainly due to the company's increased investment in marketing and sales expenses in response to regional market competition, as well as the increase in management expenses during the equity restructuring and reorganization period.

Back in July 2023, the company received a "Decision" from the Lhasa Intermediate People's Court of Tibet Autonomous Region. Upon application by creditors, the Lhasa Intermediate People's Court decided to conduct pre-restructuring of the company and appointed Shanghai Jincheng Law Firm as the temporary administrator for the company's pre-restructuring, specifically responsible for carrying out various tasks.

After a two-year wait, ST Xifa's pre-restructuring has made substantial progress. In December 2025, ST Xifa announced that it had signed a "Restructuring Investment Agreement" with restructuring investors. A total of 24 investors are participating in the company's restructuring, with Tibet Shengbang Development Co., Ltd. as the industrial investor and the remaining 23 as financial investors. Currently, the company is still cooperating with the court and the provisional administrator in carrying out relevant work in accordance with the law.

Because the misappropriation of funds by the company's former controlling shareholder, Tianyilongxing, violated the relevant provisions of the "Shenzhen Stock Exchange Stock Listing Rules", ST Xifa's stock was subject to other risk warnings on April 10, 2019.

On March 25th of this year, the company announced that its third extraordinary general meeting of shareholders in 2021 approved the "Proposal on the Solution to the Problem of Funds Occupation". The listed company will transfer its approximately RMB 7.4 million claim against Tianyilongxing due to the fund occupation to its controlling shareholder, Tibet Shengbang Holdings Co., Ltd. (hereinafter referred to as "Shengbang Holdings"). Shengbang Holdings has completed the transfer consideration payment in one lump sum, and the outstanding balance of approximately RMB 7.4 million of funds occupied by the company's original controlling shareholder, Tianyilongxing, from the listed company has been settled.

The company's second extraordinary general meeting of shareholders in 2025 approved the "Proposal on the Solution to the Misappropriation of Funds." Regarding the RMB 331 million misappropriated by the then controlling shareholder and related parties from the listed company and Lhasa Beer, Shengbang Holdings used its RMB 150 million debt claim against the company to offset RMB 150 million of the misappropriated funds; the RMB 181 million repaid by the restructuring investor on behalf of the misappropriating parties has been repaid to the listed company and Lhasa Beer respectively. As of the date of this announcement, the RMB 331 million misappropriated by the then controlling shareholder and related parties from the listed company has been fully repaid through cash and debt settlement.

Following the aforementioned rectification measures, the issues of fund misappropriation by the company's former controlling shareholder, then-controlling shareholder, and related parties have been rectified, and the company no longer has any fund misappropriation issues.

In addition, on March 25, the company announced the latest progress of its major asset restructuring. The company plans to acquire 50% of the equity of Lhasa Beer held by Carlsberg International Limited in cash. The company stated that the relevant proposals for this transaction still need to be submitted to the shareholders' meeting for review and approval before they can be implemented.

On January 29 this year, ST Xifa announced that it planned to acquire 50% equity of Lhasa Beer held by Carlsberg for RMB 292 million in cash.

Previously, Carlsberg's stake in Tibet Lhasa Beer was involved in a share transfer dispute. According to the latest announcement, after negotiations with Daohe Industry, a party to the Carlsberg's preemptive right to purchase 50% of Tibet Lhasa Beer's shares, ST Xifa will pay Daohe Industry a settlement of 35 million yuan after the transaction is approved by the shareholders' meeting and a civil mediation agreement is issued by the court. Daohe Industry will not pursue further litigation. This removes the obstacles to the acquisition.

Back in July of last year, ST Xifa issued a "Preliminary Announcement Regarding the Planning Stage of a Transaction." According to the announcement, ST Xifa already held a 50% stake in Tibet Lhasa Beer, making it the controlling shareholder. To better focus on its core business and specialize in its core operations, ST Xifa planned to acquire the remaining 50% stake in Lhasa Beer held by Carlsberg International Limited through a cash payment. In 2004, ST Xifa and Carlsberg jointly established Tibet Lhasa Beer, with each holding a 50% stake.

Lhasa Beer from Tibet is a pillar of ST Xifa's profits. In 2024, Lhasa Beer achieved operating revenue of 390 million yuan and net profit of 102 million yuan, becoming a key factor in ST Xifa's turnaround. In December 2025, shareholders of Lhasa Beer from Tibet passed a resolution to distribute 60 million yuan in dividends to ST Xifa and Carlsberg respectively.

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