BESTWAY(SZ:300008) Mei Ri Jing Ji Xin Wen·2025-04-03 13:51Core Viewpoint - Tianhai Defense's subsidiary, Jiangsu Jinhaiyun Technology Co., Ltd., has had part of its bank accounts frozen due to a legal dispute stemming from a high-premium acquisition made in 2015 [1][2]. Group 1: Acquisition Details - In June 2015, Tianhai Defense acquired 100% of Jinhaiyun for a total transaction price of 1.355 billion yuan, which included issuing 50 million shares and cash payment of 657 million yuan [1]. - The acquisition price was significantly higher than Jinhaiyun's net asset fair value of 171 million yuan, resulting in a premium rate of 1659.31% [1]. - The high premium was based on trust in the original management team's forecast of Jinhaiyun's future performance, with the excess amount recognized as goodwill [2]. Group 2: Performance Issues and Legal Disputes - From 2015 to 2017, Tianhai Defense repeatedly requested actual operating data from Jinhaiyun's original management team, which was consistently denied [3]. - After the performance commitment period, Jinhaiyun's revenue plummeted, with a net profit of only 3.2875 million yuan in 2018, far below the forecast of 16.7 million yuan [3]. - Regulatory scrutiny followed, leading to a 2022 administrative penalty against Jinhaiyun for fabricating trade business to inflate profits by 39.4644 million yuan in 2017 [3]. - In January 2024, Tianhai Defense sued the original management team for 37.5611 million yuan due to compensation contract disputes, with a court ruling in February 2025 ordering the team to pay this amount [3]. - Additionally, Tianhai Defense filed another lawsuit in March 2024 for 172 million yuan in goodwill losses, claiming the original management team's actions significantly devalued the acquired assets [3].