英威腾胜诉超6000万元难追偿并购对赌得堵好“跑路”后门

Core Viewpoint - The long-standing merger dispute involving Invt (002334) has reached a final ruling, but the company faces challenges in collecting the awarded compensation due to the bankruptcy of the counterparty, Hanruide, which was dissolved in 2019 [1] Group 1: Legal Proceedings and Outcomes - The Guangdong High Court ruled that Hanruide must pay Invt 64.9988 million yuan plus interest by December 31, 2025, but the company is unlikely to collect this amount due to Hanruide's prior dissolution [1] - Invt initially planned to acquire 100% of the shares of Prineywei for 250 million yuan, with performance guarantees from Hanruide for net profits of at least 15 million, 30 million, and 55 million yuan for the years 2017 to 2019 [1] - The acquisition price was later reduced to 150 million yuan, with a revised performance commitment of a total net profit of at least 55 million yuan from 2017 to 2020 [1] Group 2: Challenges in Enforcement - The complexity of the case is highlighted by the fact that Invt filed a lawsuit in 2019 without complete performance data, making it difficult to determine Hanruide's breach of contract until the 2022 judgment [2] - The lack of precedents in similar cases may have contributed to the unfavorable ruling for Invt in the Shenzhen Intermediate Court, which dismissed a claim for over 300 million yuan in performance compensation [2] - The absence of effective debt management measures during the litigation process further complicated Invt's ability to enforce its rights [2] Group 3: Recommendations for Future Transactions - To prevent similar issues in future mergers, it is recommended to implement measures such as anti-dissolution clauses and joint liability for original shareholders even after company dissolution [2][3] - Companies should monitor the performance capabilities of the responsible parties and may require asset pledges or guarantee accounts to ensure the enforceability of compensation [3] - A mixed payment approach combining equity and installment payments, along with performance milestones, is suggested to mitigate recovery risks [3]