Zhongyu Capital returned the gun and sued Jinzi Ham to return 123 million yuan

Text: Li Zhenxing

On April 8, Jinzi Ham announced that the company was sued by Zhongyu Capital Management (Beijing) Co., Ltd. (hereinafter referred to as "Zhongyu Capital") to the court, requiring Jinzi Ham to return 60 million yuan of equity repurchase money, as well as 63.1327 million yuan of discounted compensation for housing prices, totaling about 123 million yuan.

Zhongyu Capital used to be a partner of Golden Ham and worked together in the field of big health, but the two sides eventually broke up, and Zhongyu Capital wanted to buy back the equity, but has not been able to pay all the relevant payments. Through a series of operations, Jinzi Ham will get rid of the asset entanglement with Zhongyu Capital to the shareholder Shi Yanjun.

The entanglement between the two sides has not been completely resolved, and this time it is saddled with a "lawsuit", which also involves more than 123 million yuan of funds. The "legs" of the golden ham have been dragged, and the strategy of increasing prefabricated dishes and computing power may be difficult to travel lightly.

Involving 123 million lawsuits

According to the announcement, Jinzi Ham signed a share transfer agreement with the relevant shareholders of Zhongyu Capital in 2016, stipulating that the relevant shareholders of Zhongyu Capital will transfer 43% of the shares of Zhongyu Capital to Jinzi Ham, and at the same time, the agreement stipulates the performance commitments and share repurchase arrangements of relevant shareholders such as Loudi Zhongyu and Yubo.

In December 2016, Jinzi Ham acquired the shares of Zhongyu Capital held by shareholders such as Zhongyu Financial Holding and Yu Bo with its own funds of 430 million yuan. After the completion of the transaction, Golden Ham will hold a 43% stake in Zhongyu Capital. At that time, Golden Ham said that Zhongyu Capital would establish the largest chain hospital and clinic system in the country.

In December 2016, Jinzi Ham increased its capital by 163 million yuan to Zhongyu Capital, and after the completion of the capital increase, Jinzi Ham held 51% of the shares of Zhongyu Capital.

In less than a year, Zhongyu Capital revealed that its performance was not up to standard, triggering the conditions for equity repurchase.

In 2017, the audited non-net profit of Zhongyu Capital was 12.8139 million yuan, and the 2017 annual performance commitment was not completed. In the first half of 2018, Zhongyu Capital suffered a loss of 2.2841 million yuan, unable to complete the performance target for two consecutive years, which ultimately led to a loss in 2018.

In 2018, Jinzi Ham achieved an operating income of 426 million yuan, a year-on-year increase of 14.58%, and a net loss attributable to shareholders of listed companies of 8.4299 million yuan.

In August 2018, Golden Ham sold its 51% stake in Zhongyu Capital to the relevant repurchaser. In 2018, the relevant shareholders Loudi Zhongyu, Yu Bo and others, 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") for the repurchase of shares, stipulating that Zhongyu Capital and the relevant shareholders would jointly participate in the repurchase of shares, and the repurchased shares would be transferred to the name of the shareholder Loudi Zhongyu.

At present, Zhongyu Capital has been ruled by the Beijing No. 1 Intermediate People's Court for bankruptcy liquidation.

With regard to the above-mentioned repurchase agreement, the manager of Zhongyu Capital believes that since Zhongyu Capital did not participate in the VAM in the share transfer agreement, the inclusion of Zhongyu Capital as a joint repurchase entity in the repurchase agreement violated the relevant provisions of the Company Law, and the subsequent transfer of real estate by Zhongyu Capital to Jinzi Ham violated the independence of the property of Zhongyu Capital and the interests of Zhongyu Capital's creditors.

Therefore, on behalf of Zhongyu Capital, the manager of Zhongyu Capital sued Jinzi Ham, Loudi Zhongyu and other defendants, 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.

Zhongyu Capital requested that Jinzi Ham be ordered to return the equity repurchase money of 60 million yuan received by Zhongyu Capital, compensate the house price of 63.1327 million yuan at a discount, and pay the capital occupation fee based on the deposit interest rate for the same period announced by the People's Bank of China;

The amount of the above-mentioned litigation claims is tentatively 123 million yuan.

Zhongyu Capital's return gun

In fact, it is also a twist and turn that Golden Ham can recover the funds for the repurchase of equity.

In 2018, after the parties signed the "Repurchase Agreement", Jinzi Ham agreed with Loudi Zhongyu and other relevant repurchasers to repurchase 51% of the equity of Zhongyu Capital held by Jinzi Ham in cash, with a transaction consideration of 737 million yuan. As a co-repurchaser, Zhongyu Capital also undertakes the repurchase obligation.

divested Zhongyu Capital, in 2019, the revenue of Jinzi Ham decreased by 33.98% year-on-year, but the net profit attributable to the parent company was 33.546 million yuan, turning losses into profits, a year-on-year increase of 497.94%.

However, Golden Ham has been slow to recover the repurchase money. As of the latest payment date agreed in the repurchase agreement, Zhongyu Capital and other counterparties have only paid 50 million yuan.

In April 2020, Jinzi Ham announced that in view of the objective situation of Zhongyu Capital and the special period of the epidemic, Zhongyu Capital and other counterparties implored Jinzi Ham to adjust the equity repurchase money from the investment principal plus premium income (about 737 million yuan) agreed in the original agreement to the actual investment principal of 593.26 million yuan (50 million yuan has been paid, and the remaining 543.26 million yuan) is calculated.

Zhongyu Capital and other counterparties made commitments to pay the remaining equity repurchase money in installments: 300 million yuan by November 30, 2020, and the remaining 243.26 million yuan by November 30, 2021.

As of October 23, 2020, Golden Ham replied to investors that the company has recently transferred the Beijing and Chengdu real estate owned by Zhongyu Capital and its holding subsidiaries to the name of Golden Ham. The total amount of repurchase money received by Jinzi Ham was only 149 million yuan.

The relevant parties of Zhongyu Capital were unable to pay the repurchase money for a long time, and Bama Investment, which was controlled by Shi Yanjun, the former actual controller of Jinzi Ham, sold its shares and took over these debts, so that Jinzi Ham was able to "get out", and in November 2021, Ren Guilong invested 2.2 billion yuan to become the actual controller.

In 2022, Jinzi Ham maintained its performance profitability, achieving an operating income of 445 million yuan, a decrease of 12.12% over the same period of the previous year (including online sales of 137 million yuan, a year-on-year decrease of 7.65%), and a net profit attributable to shareholders of listed companies of 49.0288 million yuan, an increase of 14.41% over the same period of the previous year.

After the change of ownership, Jinzi Ham did not focus on the main business, but still made efforts in multiple directions. In November 2023, Jinzi Ham said that it adheres to characteristic management and conducts R&D, production and sales of prefabricated dishes around ham. Since May, the company has successively put a number of prefabricated dishes into the market for trial marketing.

And, the golden ham began to cross borders again. In December 2023, it will subscribe for the new registered capital of Yindun Cloud Company of 70 million yuan with its own funds of 401 million yuan, accounting for 12.2807%, and the remaining 331 million yuan will be included in the capital reserve of Yindun Cloud Company.

Golden Ham has just gotten rid of the equity entanglement of 8 years, Zhongyu Capital has come back again, and Golden Ham silently recited Huang Bo's line in "Crazy Alien" in his heart: "Why did it start again?

Impact on the profit and loss of listed companies: Jinzi Ham said in the announcement that it has not yet held a trial, and it is impossible to judge the impact on the company's current or future profits. 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.