Six years after the acquisition of st-i-kayi (430671, NQ), Hengbao Co.Ltd(002104) (002104, SZ) is looking for a “regret medicine” to cancel the share transfer agreement and supplementary agreement signed with relevant parties in 2015, so that the former shareholders of a-kayi can return the equity transfer money.
The reason given by Hengbao Co.Ltd(002104) is that the company is easy to completely lose control of one card and its performance cannot be consolidated, which seriously infringes on the applicant’s contractual rights and interests as the controlling shareholder in the share transfer agreement, constitutes a fundamental breach of contract and fails to achieve the purpose of the contract.
Yu Jinjin, general manager of Yika Yiyuan, said that he could not understand this demand, because there was no relevant content of share repurchase and gambling agreement in the share transfer agreement that year.
Yu Qianjin believes that this is challenging the “rules” of the whole securities market. If you unilaterally announce that “out of control” can terminate the contract, then there is no need to set gambling terms for equity transfer transactions in the future, “equity transactions in the securities market have not played like this”.
In response to Yu Qianjin’s statement, Hengbao Co.Ltd(002104) Secretary of the board of directors said: “what he said is that lawyers or agents of both parties go to court in the arbitration tribunal and judges (Arbitrators) judge. We believe in justice.”
On December 31, the Yika Yijin team presented a notice on extending the trial period to the reporter, revealing the latest progress of the “arbitration case of Hengbao Co.Ltd(002104) with Yika Yiyuan shareholders of 166 million yuan”. According to the above notice, the trial period of this case will be extended to January 26, 2022.
So what is the story behind the “internal struggle” between Hengbao Co.Ltd(002104) and yicayi? Hengbao Co.Ltd(002104) can you finally get this “regret medicine”?
is it reasonable to seek “regret medicine”?
In May 2015, Hengbao Co.Ltd(002104) disclosed the announcement on signing the share transfer agreement on Shenzhen yikayi Technology Co., Ltd. (hereinafter referred to as the share transfer agreement) with conditions coming into force. It is proposed to start from Shenzhen wankade management consulting enterprise (limited partnership) (hereinafter referred to as wankade), Yu Jinjin, Meng Chong’an Piqiang and other shareholders purchased 51% of the shares of yicayi at the price of 153 million yuan.
Source: screenshot of share transfer agreement
It is understood that one card is mainly engaged in the R & D and sales of member management system software based on SaaS mode of cloud computing. Hengbao Co.Ltd(002104) said in the share transfer agreement that this transaction is conducive to enhancing the easy operation ability and service ability of one card, enriching Hengbao Co.Ltd(002104) business system and improving the service industry layout of small, medium and micro merchants of the company. Hengbao Co.Ltd(002104) has held 51.10% of the total share capital of one card since March 4, 2016.
Yu Qianjin said that vancard had previously been an employee stock ownership platform of Kayi, and the executive partner was his wife Zhang Hongbo. Due to the previous requirements of the new third board platform and Hengbao Co.Ltd(002104) , vancard was cancelled in 2017.
However, in the eyes of Hengbao Co.Ltd(002104) , since February 2021, the company has gradually lost control of a card. In the arbitration application submitted to Shanghai Arbitration Commission, Hengbao Co.Ltd(002104) listed Zhang Hongbo, Yu Qianjin, Meng Chong’an, piqiang and yicayi as the first, second, third, fourth and fifth respondents respectively.
Hengbao Co.Ltd(002104) said that since February 2021, the first four respondents have repeatedly violated the provisions of the share transfer agreement, obstructed the company from exercising the rights of the controlling shareholder, excluded the company’s legal supervision of one card easy, and even did not allow the company’s staff to enter one card easy, resulting in the company’s control over one card easy, the performance can not be consolidated, and the purpose of the contract completely failed.
Specifically, the respondent’s acts include: 1. Obstructing the applicant from adding directors. 2. Establish a subsidiary company without authorization. 3. Unauthorized related party transactions. 4. Interfere with or obstruct the applicant from exercising the power of appointment of chief financial officer and board secretary. 5. Other illegal behaviors that make the applicant easy to get out of control and unable to merge a card.
Therefore, Hengbao Co.Ltd(002104) believes that the company is easy to completely lose control over one card and its performance can not be consolidated, which seriously infringes on the contractual rights and interests of the company as the controlling shareholder under the share transfer agreement, constitutes a fundamental breach of contract and fails to achieve the purpose of the contract. In accordance with the provisions of article 563 of the civil code of the people’s Republic of China and the provisions of the share transfer agreement, the company requests to terminate the share transfer agreement and the respondent to return the total share transfer amount of 166 million yuan.
However, in the eyes of Qianjin, the behavior of Hengbao Co.Ltd(002104) is very “absurd”. Listed companies cannot ask for the cancellation of the acquisition contract that has been in force for many years on the grounds of unilaterally declaring “out of control”.
Yu Tingjin said: “If you feel uncomfortable, if you agreed on some gambling repurchase terms at that time, you can trigger these terms, but you can’t terminate the contract on the grounds of unilaterally declaring ‘out of control’. If this can be supported, then all stock transfer transactions don’t need to set gambling terms, and the buyer can solve it as long as he says’ out of control ‘ In addition to contracts, the rules of the entire securities market have been broken through. ”
“For example, a man marries a wife, gives a dowry of 200000 yuan, gets married for six years and gives birth to two children. Then he suddenly unilaterally declares that he has no feelings and wants to return the children. When he doesn’t get married, he wants to return the dowry of 200000 yuan. Isn’t it funny?” Yu Qianjin said.
Hengbao Co.Ltd(002104) the board secretary said that the reason and rationality of the company’s application for arbitration have been clearly expressed in the relevant announcement. In response to Yu Qianjin’s statement, Hengbao Co.Ltd(002104) Secretary of the board of Directors believes that this is everyone’s testimony in court. The other party should normally mention it in the judicial process and “act according to law”.
Whether is “out of control” is still controversial
In addition to the dispute over the rationality of the requirement of “returning the share transfer money”, the two sides have different views on ” Hengbao Co.Ltd(002104) whether it has lost control of one card easy”.
Yu Qianjin believes that the “out of control” claimed by Hengbao Co.Ltd(002104) is not recognized by a professional organization. It is not like saying that the business license has expired. There is a very clear judgment. It is difficult to have a (comprehensive) judgment standard whether a company has control over its subsidiaries.
“For example, it ( Hengbao Co.Ltd(002104) ) holds most of the money of our company now. The seats on the board of directors, the seats on the board of shareholders, the general manager, the legal person, the chairman and the chief financial officer are all of them. It says that it is out of control, and I don’t even have a chance to refute.” Yu Jinjin said.
It is understood that in the share transfer agreement disclosed in 2015, yikayi was required to adjust the governance structure accordingly: 1. The board of directors was changed into seven directors, four directors were nominated by Hengbao Co.Ltd(002104) and three directors were nominated by Yu Jinjin; 2. I. Kayi will amend the articles of association to ensure that relevant matters must be voted by the board of directors. 3. Hengbao Co.Ltd(002104) appoint a professional to act as the financial director of a card easy, and appoint a professional to act as the Director Secretary of a card easy.
At the same time, the above agreement also mentioned that the original management team of the target company (one card easy) is still responsible for the specific daily business affairs. Except for the matters decided by the general meeting of shareholders and the board of directors as stipulated in relevant laws and regulations, the articles of association and the share transfer agreement, other matters are approved and responsible by the general manager.
Yu Tingjin showed the share transfer agreement to the reporter. Source: photographed by an Yufei, an intern reporter
Yu Qianjin said that yikayi had achieved the contents of “share transfer”, “change of the board of directors” and “modification of relevant provisions of the articles of association”, but it Hengbao Co.Ltd(002104) violated the agreement that “the daily operation is still the responsibility of the original management team”.
According to the announcement on the resolution of the seventh meeting of the third board of directors issued by yikayi on April 23, 2021, the board of directors deliberated and adopted the proposal on removing Yu Jinjin’s general manager and the proposal on hiring Ke Changjun as the general manager of the company.
It should be noted that the above proposal may be regarded as a derivative proposal of the second extraordinary general meeting of shareholders in 2021 held by yikayi on April 20, 2021. Beijing Kangda (Shenzhen) law firm and Guangdong Huashang law firm, which witnessed the extraordinary general meeting, gave diametrically opposite opinions on “whether the extraordinary general meeting is effective”.
The two law firms gave different opinions. Picture source: screenshot of announcement
Therefore, Yu Qianjin believes that the validity of his motion to remove the general manager is still controversial.
Secretary Hengbao Co.Ltd(002104) did not agree with Yu Jinjin’s statement. She said: “our judgment basis on whether it is out of control is clearly written in our announcement.”
The announcement issued by Hengbao Co.Ltd(002104) on March 31, 2021 shows that according to Article 6 of the accounting standards for Business Enterprises No. 33 – consolidated financial statements Article 7 stipulates: “The consolidation scope of consolidated financial statements shall be determined on the basis of control. Control refers to the power of an enterprise to determine the financial and operating policies of another enterprise and obtain benefits from the operating activities of another enterprise. The parent company directly or indirectly owns more than half of the voting rights of the invested unit through its subsidiaries, indicating that the parent company can control the invested unit The invested entity shall be recognized as a subsidiary and included in the consolidation scope of the consolidated financial statements. However, there is evidence that the parent company cannot control the invested unit. ”
The above announcement also said that in view of the fact that company has been unable to control the financial control and business decisions of yikayi and can not normally exercise shareholder rights and implement control, the company has substantially lost control over yikayi. Yikayi will no longer be included in the company’s consolidated statement in 2021 from January 1, 2021.
On the same day (March 31), Hengbao Co.Ltd(002104) also explained in detail the reasons for the company’s “loss of control” over yikayi in its reply to the letter of concern of Shenzhen Stock Exchange: 1. The company lost control over the official seal, financial seal, contract seal, business license and other seals and licenses of yikayi and its subsidiaries. 2. The financial manager appointed by the company was dismissed for no reason, and the company lost control over the finance and assets of a card. 3. The company’s dispatched working group cannot enter a card, and the working group cannot perform its duties. 4. Yu Qianjin and others arbitrarily invalidated the bank ukey of the original one card easy subsidiary, changed the collection method of accounts receivable, and forcibly controlled the financial and operation decisions of one card easy and its subsidiaries.
In this regard, Yu Qianjin said that since taking shares in Hengbao Co.Ltd(002104) 2015, the official seal, financial seal and other seals and licenses of yicayi have been kept in yicayi company, yicayi is in Shenzhen, Hengbao Co.Ltd(002104) is headquartered in Jiangsu, and Huang Honghua, chairman of yicayi, works in Nanjing. If you want to give all the seals to Hengbao Co.Ltd(002104) , yicayi can’t carry out daily business.
Regarding the dismissal of the financial manager appointed by Hengbao Co.Ltd(002104) , Yu Qianjin said that the financial manager was not the chief financial officer. As the general manager, he had the right to dismiss the financial manager.
With regard to the fact that the working group was unable to enter one card, Yu Jinjin said: “shareholders have the way to exercise their rights, but shareholders have no right to assign the working group to the company for investigation.”
As for the change of the bank ukey, a subsidiary of Kayi, Yu Jinjin said that he supported Hengbao Co.Ltd(002104) to exercise its rights through the general meeting of shareholders, but the management right and ownership were separated. For the bank ukey of a subsidiary of Kayi, he believes that it should not be in the hands of Hengbao Co.Ltd(002104) .
year end bonus, or contradiction fuse
Hengbao Co.Ltd(002104) it has been six years since the acquisition of yicayi. Why did the contradiction between the two sides begin to break out in February this year?
Yu Qianjin said, The trigger is the issue of the year-end bonus: “because according to the agreement at that time, last year (here refers to the 2020 year-end bonus in 2021) we paid one month’s salary to employees as the year-end bonus, Hengbao Co.Ltd(002104) Disagree, saying that the whole Hengbao system has not issued year-end bonus, and one card should not be issued. I said that your Hengbao system is Hengbao system, and yicayi is not your wholly-owned subsidiary. ”
Yu Qianjin further said that at the end of 2019, he wanted to give a year-end bonus to the employees of yicayi, because the performance of yicayi in 2019 was “very good” and achieved a performance of more than 20 million yuan. But Hengbao Co.Ltd(002104) refused to give year-end bonuses on the grounds of “the epidemic is coming”. After 2020, at the beginning of 2021, ( Hengbao Co.Ltd(002104) ) said that there would be no year-end bonus in 2020 because of the poor performance of the epidemic.
“Let’s emphasize to him that the standard of whether to develop or not depends on the past or the future. The profit in 2019 is good, saying that it may not be good in 2020. If the profit in 2020 is bad, why not say that it may be good in 2021?” Yu Qianjin said.
The Hengbao Co.Ltd(002104) secretary said that the contradiction between the two sides on the year-end bonus was not only in 2021. The year-end bonus was not paid, mainly because the other party did not provide the original voucher for the payment of the year-end bonus.
Hengbao Co.Ltd(002104) the Board Secretary also said: “both sides have some expectations about performance, including the annual report. Normally, there will be. (yikayi) its performance does not meet the expectations.”
In addition, according to Yu Qianjin, the arrival of the “working group” appointed by Hengbao Co.Ltd(002104) has also “added fire” to the contradiction between the two sides.
Yu Qianjin said that in March Hengbao Co.Ltd(002104) , he appointed a “working group” to the company to have a one-on-one conversation with the technical staff. Originally, he thought it was about the year-end bonus of the staff, but he came to “dig people”. After the conversation, half of the technical staff left. In addition, the “working group” also released the recruitment needs of the general manager (the position at that time) and the security post on the relevant job search platform. Finally, contradictions broke out between the two sides, and the “working group” was kicked out in terms of advancing.
The Hengbao Co.Ltd(002104) secretary denied that the “working group” went to a card of easy to dig technicians. “We are not easy to dig people in one card. Our R & D personnel are in Beijing and Nanjing. It’s too expensive to dig a technician in Shenzhen,” she said
In the relevant announcement of Hengbao Co.Ltd(002104) , it is said that the entry of the working group is blocked: in March 2021, the company issued an authorization document to appoint the chairman, chief financial officer Huang Honghua, the legal representative, set up a working group (the members of the working group include the chairman and financial director of one card easy company, one card easy director, one card easy supervisor, personnel, technology and sales director, etc.) and settled in one card easy. However, Yu Qianjin refused to cooperate after receiving the above documents, deliberately causing multiple conflicts between the two sides and preventing the staff of the working group from entering and carrying out their work. It could not be solved after repeated coordination by the police station and street workstation. after that, personnel were arranged to close a card easy door in advance, and the staff of the working group could not enter the company and perform their duties .
who is the winner?
According to Yu Jinjin, at present, yicayi has fallen into a split state.
On December 17, the official website of yikayi published an article entitled “explanation on major arbitration involving 166 million yuan between yikayi shareholder Hengbao Co.Ltd(002104) and other shareholders”, saying that the “share transfer”, “change of the board of directors” and “modification of relevant provisions of the articles of association” agreed between Hengbao Co.Ltd(002104) and yikayi have been fulfilled, Instead, Hengbao Co.Ltd(002104) violated the agreement that “the specific daily business affairs are still in the charge of the original management team”.
However, on December 21, yikayi released the announcement on the company’s information disclosure on the new third board platform, saying that the explanation on the 166 million major arbitration between yikayi’s shareholder Hengbao Co.Ltd(002104) and other shareholders was not released by the company, and the company could not confirm whether the content was true, accurate and complete, and there were no false records, misleading statements or major omissions, Relevant opinions do not represent the company’s views.
It is understood that the current control of the official website of yicayi lies in the hands of the “original management team” such as Qianjin, while the channel for issuing announcements on the new third board platform is in the hands of the ” Hengbao Co.Ltd(002104) ” department.
At present, yicayi has been walking on the edge of being terminated. According to the relevant announcement released by yicayi on December 24, due to the failure to disclose the semi annual report of 2021 before August 31, 2021, the trading of the company’s shares has been suspended since September 1, 2021 in accordance with the business rules of the national share transfer system for small and medium-sized enterprises (for Trial Implementation) and other relevant provisions. The company did not disclose the 2021 semi annual report before October 29, 2021 (inclusive), and there was a risk that the listing of the company’s shares would be terminated.
For the reasons why the semi annual report was not released on time, the “original management team” of yicayi also insisted on the advancing party and Hengbao Co.Ltd(002104) .
Hengbao Co.Ltd(002104) the semi annual report of 2021 shows that the goodwill balance formed by the company’s investment in one card at the beginning of the reporting period is 70.8358 million yuan. Because the one card of the subsidiary is easy to lose control in the reporting period and is not included in the scope of consolidated statements, the goodwill in the reporting period decreases.
For Hengbao Co.Ltd(002104) and one card easy, who is the winner under this increasingly fierce “internal struggle”? In the current situation, it may be difficult for both sides to give an answer.
I’m afraid we have to wait for the arbitration result of the Shanghai Arbitration Commission.
(Daily Economic News)
