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]

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 致：欢瑞世纪联合股份有限公司 根据欢瑞世纪联合股份有限公司（以下简称"欢瑞世纪"、"公司"）委托，北 京海润天睿律师事务所（以下简称"本所"）指派本所律师就公司 2016 年度发行 股份购买欢瑞世纪（东阳）影视传媒有限公司（原名欢瑞世纪影视传媒股份有限 公司，以下简称"欢瑞影视"）100.00%股权之交易（以下简称"本次交易"）所涉 业绩补偿及减值补偿的有关事宜，出具本法律意见书。 为出具本法律意见书，本所律师根据有关法律、法规、规范性文件的规定和 本所业务规则的要求，本着审慎性及重要性原则对本次交易所涉业绩补偿及减值 补偿相关事宜有关的文件资料和事实进行了核查和验证。 对本法律意见书，本所律师作出如下声明： 供了本所律师认为制作法律意见书所必需的原始书面材料、副本材料和口头证言， 其所提供的文件和材料是真实、准确和完整的，且无隐瞒、虚假和重大遗漏之处。 《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券 法》（以下简称"《证券法》"）等国家现行法律、法规、规范性文件和 ...