减值补偿

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被上市公司收购七年,创始人还要花千万去打官司拿钱
Sou Hu Cai Jing· 2025-06-11 12:37
Acquisition Overview - The acquisition of Tian Di Xiang Yun by Kewha Data involved a two-step process, with the first step completed in November 2016 for 25% equity at a price of 90 million yuan [2][3] - The second step occurred in March 2017, acquiring 75% equity for a total price of 637.5 million yuan, with payments structured in three phases [3][4] Performance Guarantees and Compensation - The performance guarantees for the years 2017 to 2019 included net profit commitments of 50 million, 70 million, and 90 million yuan respectively, totaling 210 million yuan [5][6] - If the cumulative net profit fell below the promised total after three years, performance compensation would be required [7][8] - Compensation for underperformance would be calculated based on the acquisition price rather than profit shortfall [9] Control and Management - Post-acquisition, Kewha Data held 100% ownership of the target company, with the founding team transitioning to managerial roles [15][16] - The board consisted of three members, with Kewha Data appointing two and the founding team appointing one [17] Stock Unlocking Conditions - 70% of the acquisition payment was to be used for purchasing Kewha Data's stock, with unlocking conditions tied to performance metrics for each year [19][22] - The actual unlocking of stocks faced delays, leading to legal disputes [24][30] Legal Disputes and Outcomes - The founding team initiated multiple lawsuits against Kewha Data over stock unlocking issues, with the first lawsuit filed in July 2019 [37][38] - The courts ruled that Kewha Data was not obligated to unlock stocks unless requested by the management team [44][45] - The founding team faced significant legal costs, with outcomes often unfavorable, leading to financial losses [52][70] Performance Compensation Issues - Kewha Data claimed that the target company’s cumulative net profit was 190 million yuan, falling short of the promised 210 million yuan, resulting in a demand for compensation of 53.8 million yuan [53][54] - The founding team argued that management fees and stock incentive costs should not be included in the profit calculations, but the court upheld Kewha Data's position [59][62] Competition and Legal Restrictions - The agreement included non-compete clauses for the core team, but disputes over stock unlocking led to early departures and subsequent legal actions [71] - The court ruled that only one individual violated the non-compete agreement, resulting in minimal compensation awarded to Kewha Data [72] Stock Freezing and Compensation Claims - Kewha Data sought compensation for stock freezing, which was ultimately ruled against by the court, citing that stock price fluctuations are speculative [75] - The founding team later pursued compensation for losses incurred due to the freezing of stocks, but the court dismissed the claims [76] Key Takeaways for Founders - Founders should be cautious about performance guarantees and ensure clarity in contracts regarding stock unlocking and compensation mechanisms [79][84] - Legal disputes can lead to significant financial burdens, emphasizing the importance of professional legal and financial advice during acquisitions [88][90]
欢瑞世纪: 北京海润天睿律师事务所关于欢瑞世纪联合股份有限公司发行股份购买资产暨关联交易所涉业绩补偿及减值补偿之法律意见书
Zheng Quan Zhi Xing· 2025-05-21 13:57
Core Viewpoint - The legal opinion letter from Beijing Hairun Tianrui Law Firm addresses the performance compensation and impairment compensation related to the asset acquisition of Huanyu Century Joint Stock Company, confirming that the compensation methods and calculations comply with relevant laws and regulations [1][2][11]. Group 1: Transaction Overview - The transaction involves Huanyu Century issuing 391,644,880 shares to acquire 100% of Huanyu Film and Television Media Co., Ltd. from its original shareholders, approved by the China Securities Regulatory Commission [1][4]. - The acquisition was executed on November 11, 2016, following resolutions from the company's board meetings and a temporary shareholders' meeting [1][4]. Group 2: Performance Commitment - The original shareholders of Huanyu Film committed to net profits of at least 241 million RMB, 290 million RMB, and 368 million RMB for the years 2016, 2017, and 2018, respectively [4][5]. - If the actual net profits fall short of these commitments, the original shareholders are obligated to compensate according to the profit compensation agreement [5]. Group 3: Compensation Calculation - The calculation for share compensation is based on the formula involving the cumulative actual net profit and the total number of shares issued in the transaction, ensuring that the total compensation does not exceed the shares issued [5][6]. - Asset impairment compensation is determined through a valuation process, where if the impairment exceeds the calculated compensation based on the share price, the original shareholders must pay the difference in cash [6][11]. Group 4: Performance Completion and Impairment Testing - The auditing firm Tianjian issued reports for the years 2016 to 2018, with the 2018 report containing a qualified opinion due to uncertainties regarding accounts receivable from the drama "Tianxia Chang'an" [7][8]. - Following adjustments for bad debt provisions, the cumulative actual profits achieved during the commitment period were reported, with specific figures provided for net profits and completion rates [10][9]. Group 5: Approval Procedures - The performance compensation and impairment compensation plans have been approved by the company's board and are pending approval at the upcoming annual shareholders' meeting in 2024 [11].