The chairman of the board of directors personally donated 100 million yuan of cash to the listed companies without compensation. This is the first time in the A-share market.
On September 14, 2018, the board of directors of Beijing Blue Cursor Data Technology Co., Ltd (300058.SZ, hereinafter referred to as "blue cursor") examined and approved the "Bill on the Chairman and General Manager of the company, Mr. Zhao Wenquan, to donate cash assets to the company". On September 10, the blue cursor received a Letter of Commitment from Zhao Wenquan, who said that in order to support the company's development, he would donate 100 million yuan in cash to the company.
"Promise Letter" to the effect that: on July 10, 2013, the blue cursor purchased Shannan Oriental Bojie Advertising Co., Ltd. (hereinafter referred to as "Bojie Advertising") by issuing shares in cash, and the former shareholder of Bojie Advertising, Li Qian, made a performance commitment. Bojie Advertising failed to fulfill its performance commitments in 2015 and 2016. Later in November 2014, Zhao Wenquan adjusted the original management of Bojie Advertising and made a commitment to Li Qian (the blue cursor did not announce), and finally after arbitration and litigation, the blue cursor did not get the share repurchase and profit allowance that should have been promised. Zhao Wenquan apologized for the damage to the public shareholders'interests caused by the acquisition of Bojie's advertisement. He donated 100 million yuan in cash to the listed company, 50 million yuan in two phases.
"Zhao Wenquan, chairman of the board of directors, gave the listed company 100 million yuan, which was the result of consultation between the company and the regulatory authorities. Zhao's personal and Li's lawsuit has not yet been finalized. The 100 million compensation is due to an arbitration between the company (blue cursor) and Li's. "In September 21st, the blue cursor Securities Affairs Office said to the Economic Observer newspaper. Reporters asked Zhao Wenquan whether there will be sustained compensation, blue cursor reply to follow-up information disclosure.
A takeover of the past
The time goes back to 5 years ago.
On March 1, 2013, the Blue Cursor Board of Directors issued a suspension notice, saying the company was planning a major asset restructuring, decided to suspend trading from March 4.
More than a month later, on April 12, 2013, the blue cursor returned to business and announced a major asset restructuring plan: to actively promote the long-term strategy for listed companies to develop into professional communication groups and improve the communication service chain of listed companies, the blue cursor is planned to combine private offerings to specific targets with cash payments. A total of 89% shares were bought and the matching funds were raised.
In addition to owning 11% of Bojie's advertising shares, the blue cursor hopes to invest from Li Qian, Liu Cailing, Shannan Bojie Investment Consulting Partnership in Tibet (Limited Partnership) (hereinafter referred to as "Bojie Investment"), Shannan Bomeng Investment Consulting Partnership in Tibet (Limited Partnership) (hereinafter referred to as "Bomeng Investment"). The 89% counterpart was awarded the remaining share of the company's advertising.
According to the valuation, Bojie's 100% share price is $1.80 million and 89% is $1.62 million. Li Peng used to subscribe to the blue cursor non-public offering shares of 37.98% Po Jie advertising price of 683 million 700 thousand yuan.
Transactions also carry performance commitments. Li Qian and other counterparties promised to deduct the audited net profit of the parent company's shareholders in 2013, 2014, 2015 and 2016 unless the recurring gains and losses were no less than RMB 207 million yuan, RMB 288.05 million yuan, RMB 277.66 million yuan, RMB 287.45 million yuan, respectively. If the actual profit is lower than the promised profit, the other party will compensate in accordance with the provisions of the Earnings Forecast Compensation Agreement signed.
Bojie advertising is mainly engaged in television media advertising contracting agents and cinema digital poster media development and operation business, its 2011 revenue exceeds the blue cursor year-round revenue, 2012 revenue more than half of the blue cursor (54.69%).
For the $1.6 billion deal, the blue cursor holds that the assets and business of Bojie's advertising will be incorporated into the platform framework of listed companies after the transaction is completed. This framework is conducive to the comprehensive and systematic integration of the existing public relations and advertising business of listed companies, and helps listed companies to optimize the allocation of resources. Strong synergy effect.
Trading designed a complex performance commitment, if the performance does not meet the commitment, Li Qian will be in cash or equity compensation. In August 2013, the SFC approved the blue light cursor's additional purchase and matching fundraising for the advertising of Bo Jie.
Litigation and Arbitration
On April 14, 2016, the Blue Cursor announced that Bojie advertising 2015 real profit growth was negative, failed to meet performance commitments.
Subsequently, the blue cursor launched a impairment test on Boger's advertising, and adjusted the price of the proposed asset purchase based on the impairment test results.
Blue cursor commissioned the same asset appraisal company (Beijing Zhongtonghua Asset Appraisal Co., Ltd.) to evaluate the assets of Bojie advertising. According to the evaluation, the asset group of Bojie Advertising on December 31, 2015 can recover the value of RMB 1.55 billion, which is far lower than the transaction price of RMB 1.8 billion at the time of the acquisition (all 100% equity valuation value).
According to the Agreement on Compensation for Earnings Forecast, Li Qian and Bomeng shall fulfill their contractual obligations to compensate for the shares they have acquired. According to the calculation, the blue cursor holds that Li Qian should compensate 28.702.69 million shares according to his share holding ratio, and Bomeng investment should compensate 22.933.07 million shares according to his share holding ratio.
Subsequently, the blue cursor board of directors proposed to convene a meeting of shareholders on May 18, 2016 to consider the above issues.
However, Li Qian and Bomeng chose to sue the blue cursor. On May 11, 2016, the People's Court of Chaoyang District in Beijing accepted the civil lawsuit filed by He Bomeng. Li Qian and Bomeng asked the blue cursor to cancel the board of directors'resolution demanding compensation for their shares because their performance was not up to the standard, and the shareholders' meeting attached thereto. Application for donation and donation.
The conflict between the two sides began to escalate, and the battle for lawsuits intensified.
In June 2016, the blue cursor submitted an arbitration application to the China International Economic and Trade Arbitration Commission and was accepted.
The blue cursor filed for arbitration, asking Li to help write off 28,702,169 shares of his blue cursor company; Bomeng Investment to help write off 2,293,307 shares of his blue cursor company; and Li to pay the blue cursor for the dividend income of 3,4 during his holding of the compensable shares. 7,815.27 yuan (renminbi, the same below); Bo Meng paid the Blue Cursor Company 286,615.64 yuan of dividends earned during the period of its holding of compensable shares; Li Qian returned the price increase of 44,000,000 yuan to the Blue Cursor Company; Bo Jie returned the price increase of 41,400,000 yuan to the Blue Cursor Company; Bo Meng invested in the Blue Cursor Company; The blue color cursor company returns the price increase of 3600000 yuan and so on.
Li Peng and others also chose to directly prosecute Zhao Wenquan, chairman of the blue cursor.
In August 2016, Zhao Wenquan (the defendant) received a civil complaint from Li Qian, Liu Cailing, Bojie Investment and Bomeng Investment (the plaintiff), which was served by the Beijing High People's Court.
1, the decree confirms that the letter of commitment made by the defendant to the four plaintiff on 16 November 2014 is lawful and effective.
2, the defendant should be ordered to pay 300 million yuan and four of the overdue interest to the plaintiff.
On September 29, 2016, four plaintiffs, including Li Qian, filed a lawsuit against the blue cursor through the People's Court of Chaoyang District in Beijing, demanding that the court order the resolution of the 75th meeting of the third session of the board of directors of the blue cursor on the provisional non-lifting of the company's share restrictions made null and void.
Blue cursor, Zhao Wenquan and Li Qian have been involved in a lawsuit dispute over performance promises arising from the acquisition of Bojie advertising.
In later disputes, Li Qian, in the name of shareholders, demanded that the blue cursor provide Li Qian with corporate bond stubs, minutes of shareholders'meetings, resolutions of the board of directors, and resolutions of the board of supervisors from August 1, 2013 to June 30, 2016 for inspection, while the blue cursor passed the Beijing Third Intermediate People's Law. The court held a judicial freeze on Li Peng's personal bank deposits and the holding of blue cursor shares.
Cause of losing lawsuit
In December 17, 2017, the blue cursor announced the final arbitration result.
China International Economic and Trade Arbitration Commission's "award" ( China Trade Zhongjing Ruling No. 1507), ruled that: Li Qian, Bojie investment, Bomeng investment need to return to the blue cursor increased prices; Li Qian, Bomeng investment need not cancel shares and compensation performance, that is, Li Qian and other performance commitments need not be fulfilled.
It turned out that in 2014, a year after the Blue Cursor bought Bojie's ad, disagreements had already occurred.
Blue cursor buys Bojie advertisement to have subsidiary agreement, Li Qian cannot leave during the performance commitment period, but Li Qian and blue cursor openly talks about these lawsuits in front of the media, both sides hold a word.
Li Qian promised the media that the price was set by the blue cursor in order to let Li Qian quit his job quickly.
On the other hand, the blue cursor told the media that Li was still unwilling to hand over power and obstruct the operation and management of the subsidiary company after the listed company removed him from his post in October 2014. Mr. Zhao Wenquan had to issue a letter of personal commitment before he actually handed over the right to operate in December.
Although the two sides hold different opinions, Zhao Wenquan issued a letter of personal commitment is true, and notarized in Beijing notary office.
The blue cursor signed the Supplementary Agreement on the Advance Payment of Price Adjustment and Increase with Li Qian and other parties, and paid 100 million yuan in advance. After the company withheld the personal income tax, the actual payment was 89 million yuan.
At the end of 2014, Bojie Advertising Company made a decision to remove Li Qian from the post of manager, appoint Mao Yuhui as the company manager, and remove Li Qian from the Bojie Company as a legal representative.
In November 2014, Zhao Wenquan promised that if Bojie's advertising business performance failed to fulfill the commitment, resulting in Li Qian and other transferors should be compensated for the shares and failed to obtain 400 million yuan of incentives, Zhao Wenquan will be the bottom line. If Li Qian and other transferors fail to meet the performance commitment criteria, resulting in their holding of blue cursor shares being cancelled or assuming cash compensation obligations, Zhao Wenquan will be liable for Li Qian and other transferors of the aforementioned losses.
This commitment was confirmed during the arbitration process and in Zhao Wenquan's announcement of a $100 million compensation for listed companies in 2018, but it has not been made public before.
Looking back now, this commitment, Bojie advertising Li Qian out, lost Bojie advertising management power; the blue cursor under the operation of Bojie advertising failed to meet the expected performance commitments.
On September 12, 2018, the Shenzhen Stock Exchange issued an inquiry letter to the blue cursor, regarding whether the consideration price of the equity of Li Qian, Bojie and Bomeng could be recovered on schedule. Why not make bad debt provision?
The blue cursor responded by saying that the arbitration award has yet to be enforced and that the company will actively take steps to promote the enforcement of the arbitration award. After assessing the assets of Li Qian and other parties, the company's 117, 211, 662 shares have not yet been lifted, and the company has not noticed the guidance.
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