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15亿收购“埋雷”!跨境大卖星徽股份追讨原股东六千万欠税
Nan Fang Du Shi Bao· 2025-11-30 13:17
Core Viewpoint - Xinghui Co., Ltd. is pursuing legal action against nine former shareholders of Zebao Technology for a tax dispute arising from its 2018 acquisition, seeking compensation of 68.52 million yuan, with the case accepted by the court but not yet heard [2][5]. Group 1: Acquisition Background - Zebao Technology, once a leading player in cross-border e-commerce, was acquired by Xinghui in 2018 for 1.53 billion yuan, with a payment structure of 891 million yuan in shares and 639 million yuan in cash, resulting in approximately 1.14 billion yuan in goodwill [3][4]. - At its peak in 2020, Zebao Technology contributed 86.43% of Xinghui's cross-border e-commerce revenue, becoming a core growth driver for the company [3]. Group 2: Legal Disputes - The ongoing legal disputes between Xinghui and the former shareholders of Zebao Technology have escalated, with previous accusations of operational manipulation and tax evasion leading to significant financial losses for Zebao [4][5]. - In 2024, Zebao Technology filed a lawsuit against former executives for 242.5 million yuan due to alleged misconduct, indicating a deteriorating relationship between former partners [4]. Group 3: Tax Issues - The current lawsuit for 68.52 million yuan is rooted in undisclosed cross-border tax liabilities, with the total principal amount owed reaching 48.7752 million yuan, which was not revealed during the acquisition process [5][6]. - The former shareholders are being held accountable for compliance and financial accuracy as per the acquisition agreement, with Xinghui seeking joint liability for the tax claims [6]. Group 4: Financial Performance - Xinghui's financial performance shows a revenue decline of 6.23% year-on-year for the first three quarters of 2025, totaling 1.112 billion yuan, while net profit for the same period was 2.692 million yuan, reflecting a significant increase of 106.21% [7][8]. - The outcome of the ongoing lawsuit could significantly impact Xinghui's profitability, as a successful claim would alleviate financial pressure [7]. Group 5: Industry Implications - The ongoing disputes serve as a warning for the cross-border e-commerce industry regarding compliance risks, emphasizing the need for thorough due diligence in tax and operational compliance before acquisitions [9]. - The reliance on a single platform, as seen with Zebao's previous dependence on Amazon, poses risks, highlighting the importance of diversifying sales channels and enhancing compliance to avoid operational pitfalls [9].
昔日“亚马逊三杰”之一,到底败在谁的手里?
Core Viewpoint - The decline of ZEBRA, once a leading player in cross-border e-commerce, is attributed to internal conflicts, management issues, and a failure to adapt to changing market conditions, leading to significant financial losses for its parent company, Xinghui Co., Ltd [2][3][11]. Financial Performance - Xinghui Co., Ltd reported a revenue of 1.51 billion yuan for 2024, a year-on-year decrease of 7.13%, with a net profit attributable to shareholders of -460 million yuan, marking a staggering increase in losses of over 504% year-on-year [2][3]. - ZEBRA's cross-border e-commerce business saw a revenue decline of 37.32%, now accounting for only 33.54% of total revenue, indicating its role as a financial burden for Xinghui [3][11]. Historical Context - ZEBRA was acquired by Xinghui Co., Ltd in 2018 for 1.53 billion yuan, promising profit targets of 108 million yuan, 145 million yuan, and 190 million yuan for the years 2018 to 2020, which it exceeded during the initial years [4][6]. - The rapid growth of ZEBRA was halted by a significant account suspension event in 2021, resulting in the closure of 367 stores and freezing of approximately 32.23 million yuan in funds [6][11]. Management Issues - Internal conflicts between ZEBRA's founding team and Xinghui's management have led to lawsuits and a breakdown in collaboration, further exacerbating ZEBRA's decline [3][9]. - The management transition from ZEBRA's original team to Xinghui's leadership resulted in a lack of understanding of the cross-border e-commerce landscape, leading to ineffective strategies and missed opportunities [9][10]. Market Dynamics - The shift in the e-commerce landscape towards compliance and brand building has rendered ZEBRA's previous reliance on a high-volume, low-margin business model unsustainable [10][24]. - ZEBRA's failure to pivot towards a brand-focused strategy has left it vulnerable to market pressures, particularly as competitors have successfully adopted more refined operational strategies [11][24]. Legacy and Future - Despite ZEBRA's decline, former executives have launched new brands, collectively referred to as the "ZEBRA system," which continue to leverage the supply chain expertise and market knowledge gained during their time at ZEBRA [13][19]. - These new brands are focusing on niche markets and brand development, indicating a potential continuation of ZEBRA's legacy in a different form [22][24].