Reporter: Huang Hai Editor: Wen Duo
Recently, the "first share of ham" golden ham (SZ002515, share price of 4.62 yuan, market value of 5.593 billion yuan) was involved in an equity transfer dispute involving an amount of 120 million yuan (tentative).
On the evening of April 8, Golden Ham announced that the company had received the civil complaint, response notice and other materials served by the Beijing No. 1 Intermediate People's Court on April 4, 2024.
The plaintiff, Zhongyu Capital, sued Jinzi Ham, Loudi Zhongyu Asset Management Co., Ltd. (hereinafter referred to as Loudi Zhongyu) and five natural persons on the grounds that "shareholders have harmed the interests of the company".
At present, Zhongyu Capital has been ruled by the Beijing No. 1 Intermediate People's Court for bankruptcy liquidation. The manager of Zhongyu Capital believes that because Zhongyu Capital did not participate in the VAM in the share transfer agreement, it requires Jinzi Ham to return the equity repurchase money of 60 million yuan received from Zhongyu Capital, and compensate the house price of 63.1327 million yuan and the interest for the same period.
On the evening of April 8, Zhao Qinfeng, secretary of the board of directors of Golden Ham, told the reporter of "Daily Economic News" that the equity transfer dispute involved in the company occurred before the change of the actual controller, and the former actual controller will bear all the losses, and the listed company will not be affected.
VAM 8 years ago
In 2016, Golden Ham, which has repeatedly sought a growth engine across borders, took a fancy to Zhongyu Capital. After half a year of suspension planning, Golden Ham acquired 43% of the equity of Zhongyu Capital for 430 million yuan. According to the transaction announcement at that time, the counterparty promised that from 2017 to 2019, Zhongyu Capital would contribute no less than 250 million, 320 million and 420 million net profits per year.
In December 2016, Golden Ham further signed a capital increase agreement with Zhongyu Capital and 17 shareholders of Zhongyu Capital, agreeing that Jinzi Ham would increase the capital of Zhongyu Capital. After the completion of the capital increase, Golden Ham holds 51% of the shares of Zhongyu Capital.
Unexpectedly, a dark mine that lasted for nearly 8 years was planted. After heavy investment, the development of Zhongyu Capital did not meet the expectations of Golden Ham. In 2017, the audited net profit of Zhongyu Capital was 13.8532 million yuan, and the net profit after deducting non-recurring gains and losses was 12.8139 million yuan, which did not fulfill the 2017 annual performance commitment.
In 2018, it was even worse. Jinzi Ham said in an announcement: "Zhongyu Capital's operating performance from January to July 2018 further declined, and even suffered large losses, which had a great drag on the overall performance of listed companies." ”
Image source: Screenshot of Jinzi Ham's "Announcement on the Transfer of Equity of Beijing Zhongyu Capital Management (Beijing) Co., Ltd."
Based on this, in mid-2018, relevant shareholders such as Loudi Zhongyu and Yu Bo, Zhongyu Capital and Jinzi Ham signed the Agreement on the Repurchase of the Equity of Zhongyu Capital Management (Beijing) Co., Ltd. (hereinafter referred to as the "Repurchase Agreement") on the repurchase of equity, stipulating that Zhongyu Capital and relevant shareholders will jointly participate in the repurchase of shares, and the repurchased shares will be transferred to the name of the shareholder Loudi Zhongyu.
According to the agreement reached by the parties at that time, the cash repurchase amount was 24% higher than the transfer cost of Jinzi Ham (593 million yuan), which was set at 737 million yuan. However, after paying a deposit of 50 million yuan for the performance of the contract, Zhongyu Capital said that it was unable to continue to pay, and the two parties negotiated to continue to repurchase it in four phases at cost price.
Finally, in March 2021, Golden Ham announced that it would transfer the remaining claims of Zhongyu Capital's equity repurchase money by public auction. In this auction, only one bidder from Jinhua Bama Investment Enterprise (Limited Partnership) bid and bid successfully, and the transaction price was 300 million yuan. Jinhua Bama Investment Enterprise (Limited Partnership) was a shareholder of more than 5% of Jinzi Ham, and its executive partner Shi Yanjun was the actual controller of Jinzi Ham in the past.
Zhongyu Capital did not participate in the VAM
The debt of 300 million yuan will not be fully realized until the end of 2023.
On December 29, 2023, Golden Ham announced that the company has fully recovered the transfer money of the remaining claims of Zhongyu Capital's equity repurchase. For the first time, 100 million yuan was recovered in 2021, and then 200 million yuan was received from Shi Yanjun in two installments in 2022.
However, the turmoil surrounding Golden Ham and Zhongyu Capital has not stopped.
On August 28, 2023, Beijing No. 1 Intermediate People's Court ruled to accept the bankruptcy liquidation case of Zhongyu Capital and appointed Beijing Tiantai Law Firm as the manager of Zhongyu Capital.
In the latest announcement, Jinzi Ham disclosed that the manager of Zhongyu Capital believes that because Zhongyu Capital did not participate in the VAM in the share transfer agreement, the inclusion of Zhongyu Capital in the "Repurchase Agreement" as a joint repurchase entity violated the relevant provisions of the "Company Law", and the subsequent transfer and transfer of real estate by Zhongyu Capital to Jinzi Ham violated the independence of Zhongyu Capital's legal person property and the interests of Zhongyu Capital's creditors.
Based on this, the manager of Zhongyu Capital, on behalf of Zhongyu Capital, sued Jinzi Ham, Loudi Zhongyu and others, requesting confirmation of the invalidity of the relevant contents of the Repurchase Agreement, and requiring Jinzi Ham to return the equity repurchase money received and compensate for the house price at a discount.
According to Liang Yifang, a lawyer at Beijing Yuanhe Law Firm, whether Zhongyu Capital is involved in the VAM agreement is the key to this dispute.
According to the equity transfer announcement disclosed by Golden Ham in 2016, Party B of the transaction contract actually refers to 24 shareholders including Shenzhen Zhongyu Financial Holdings Co., Ltd. and Yu Bo. After further investigation, the reporter of "Daily Economic News" found that Party B in the contract did not include Zhongyu Capital.
Image source: Screenshot of Jinzi Ham's "Announcement on the Transfer of Equity of Beijing Zhongyu Capital Management (Beijing) Co., Ltd."
If Zhongyu Capital did not participate in the VAM at that time, why did it participate in the repurchase later? On this issue, the reporter asked Jinzi Ham for verification, but the other party has not responded as of press time.
According to the announcement of Golden Ham, the lawsuit has not yet been heard, and there is uncertainty about the impact of the final judgment on the company's current or later profits. The company will actively respond to the lawsuit and actively take relevant legal measures to protect the legitimate rights and interests of the company and shareholders.
"In addition, Mr. Shi Yanjun, the former actual controller of the company, promised that if the listed company incurs economic losses due to the equity repurchase and disposal of Zhongyu Capital, he will voluntarily assume full liability for the above losses." Therefore, assuming that the company needs to return the relevant money in the end, it is not expected to bring substantial economic losses to the company. ”
National Business Daily