INVT(SZ:002334) Mei Ri Jing Ji Xin Wen·2026-01-08 07:05Core Viewpoint - The long-standing merger dispute involving Yingweitong has concluded with a court ruling in favor of the company, but challenges remain in collecting the awarded compensation due to the dissolution of the counterparty, Hanruide [1][2]. Group 1: Legal Proceedings and Outcomes - The Guangdong High Court ruled that Hanruide must pay Yingweitong 64.9988 million yuan plus interest by December 31, 2025, but the company has been dissolved since 2019, complicating the collection of the awarded amount [1]. - The acquisition process began in 2017 when Yingweitong planned to acquire 100% of the electric vehicle motor company, Pulinyiwei, for 250 million yuan, with performance guarantees set for 2017-2019 [1]. - The acquisition price was later reduced to 150 million yuan in 2018, with revised performance commitments for 2017-2020, but Pulinyiwei failed to meet these commitments, leading to a 128 million yuan goodwill impairment recorded by Yingweitong [1][2]. Group 2: Challenges in Enforcement - The complexity of the case was exacerbated by the lack of complete financial data until 2021, making it difficult to determine if Hanruide had breached its obligations [2]. - The absence of precedents in similar cases may have influenced the unfavorable ruling by the Shenzhen Intermediate Court in 2022, which only supported penalties and not the full compensation claim [2]. - The dissolution of Hanruide has led to significant challenges in enforcing the court's ruling, as creditors face difficulties in proving claims against a dissolved entity [2][3]. Group 3: Recommendations for Future Transactions - To prevent similar issues in future mergers, companies should include clauses to prevent the dissolution of the counterparty and ensure that original shareholders remain liable for performance commitments even after dissolution [2][3]. - Companies should conduct thorough due diligence on the financial health and creditworthiness of original shareholders, potentially requiring collateral or guarantees to secure performance obligations [3]. - Payment structures should be carefully designed, favoring equity or convertible bonds over cash payments, and incorporating performance milestones to mitigate risks associated with compensation claims [3].