The 15 acres of land that is "located close to the 104 National Highway and has a superior geographical location" has caused a "protracted" dispute because it has not been transferred and changed.
On the evening of July 28, Guyue Longshan (600059. SH) announced that the Company recently received the (2021) China Cietahnan Jingzi No. 055665 Hearing Notice and other relevant information from Shaoxing Daughter Red Brewing Co., Ltd. (hereinafter referred to as "Daughter Red Company"). The arbitration institution is the China International Economic and Trade Arbitration Commission (hereinafter referred to as the China CiETAC), the place of arbitration is Beijing, and the applicant is Weiyan Co., Ltd.
The amount involved in this arbitration was about 16.5717 million yuan, and the dispute stemmed from the obligation to contribute to the use of a 15-mu piece of land.
"This thing is going around, anyway, the time is very long, and the process in the middle is more complicated." On July 29, a staff member of the Guyue Longshan Securities Department told the 21st Century Business Herald that the paid-up capital of the daughter Red Company was in place, "As for why the land has not been transferred and changed, because I am not a specific person in charge, it is not very clear." ”
<h4>The "sequelae" left by the joint venture</h4>
On the evening of July 28, the announcement of Guyue Longshan showed that Daughter Red Company and Weiyan Co., Ltd. jointly funded the establishment of Shaoxing Daughter Red Wine Industry Co., Ltd. (hereinafter referred to as "Wine Company") in 1993, and the two sides signed the "Joint Venture Contract", adopting the cooperation mode of filling the base wine provided by Daughter Red Company, engaged in the filling and sales of rice wine and kitchen wine, and selling products to domestic and foreign markets, with an agreed joint venture period of 30 years, from 1993 to 2023. The current registered capital of the liquor company is 1.21 million US dollars, the daughter red company contributed 6.25 million yuan at a total of 782,500 US dollars, the 15 mu land use right fee discount totaling 125,000 US dollars, accounting for 75% of the registered capital, and the Weiyan Co., Ltd. contributed 302,500 US dollars, accounting for 25% of the registered capital.
According to public information, Weken Co., Ltd. is a company established in Japan on August 3, 1988, and its business scope is the sale and purchase of household electrical appliances and electrical parts, the purchase and sale of alcoholic beverages, etc.
Wei Yan Co., Ltd. believes that the daughter red company "failed to perform the capital contribution obligation of the 15 mu of land use right involved, because the above-mentioned failure to fully perform the capital contribution obligation stipulated in the joint venture contract, resulting in the liquor company being unable to apply for a production license to continue production and operation after the promulgation of the 2009 Food Safety Law, it must bear the liability for breach of contract to the applicant and compensate the applicant for the loss of breach of contract." ”
On July 29, the staff of the Guyue Longshan Securities Department told the 21st Century Business Herald reporter that the actual investment of the daughter red company in the liquor company had already been in place.
According to Qixinbao data, the paid-up capital of the liquor company is 1.21 million US dollars, of which the paid-up capital of the daughter red company is 907,500 US dollars, and the paid-up capital of Weiyan Co., Ltd. is 302,500 US dollars, which shows that the paid-up capital of both parties is completed.
In fact, this is not the first time that Weiyan Co., Ltd. has applied for arbitration on "15 acres of land", which it has applied for arbitration in 2014.
On September 20, 2014, CIETAC ruled that Daughter Red Company should fulfill its obligation to deliver the 15 mu of land use right to the liquor company as stipulated in the contract, and transfer the land use right of 15 mu to the liquor company within 6 months from the effective date of this ruling.
On April 30, 2015, WeiYan Co., Ltd. applied to the Shaoxing Intermediate People's Court for enforcement based on the ruling of the China Trade And Central Commission, requesting that the daughter Red Company be forced to transfer the right to use 15 mu of land to the name of the liquor company.
In the process of enforcement, that is, on July 27, 2015, Daughter Red Company raised the above enforcement objection, "The 15 mu land use right of the award does not have a corresponding independent property right certificate, nor does it have a clear four-to-four scope, it is difficult to be specific in enforcement, it is an unclear enforcement target, and it should not be filed for enforcement." Request not to file a case or reject the execution application of Weiyan Co., Ltd. ”
According to Guyue Longshan's 2015 annual report, when Daughter Red Company and Weiyan Co., Ltd. established a liquor company, they agreed: "Daughter Red Company will transfer a piece of land to the liquor company." The above-mentioned land transfer change registration procedures have not been processed. Wei Yan Co., Ltd. applied to the Beijing Municipal Arbitration Commission for arbitration in the above matters, the arbitration has been concluded, and the case was accepted by the Shaoxing Intermediate People's Court (hereinafter referred to as the Shaoxing Intermediate People's Court). At present, the case is still under further evidence collection. ”
In the course of implementation, the Shaoxing Intermediate People's Court found that the daughter Red Company was located on the side of National Highway 104 in Dongguan Town (now Dongguan Street) in Shangyu District, Shaoxing City, and the certificate number was Shangyu Guoyong (2000) Character No. 11-1 Land Use Right, the area of the use right was 71770.4 square meters, and the 15 mu of land involved in the case was part of the land use right.
In order to find out whether the above-mentioned 15 mu of land can be separately applied for land title certificates and transferred to the name of the liquor company, the Shaoxing Intermediate Court sent a letter to the Shangyu District Bureau of the Shaoxing Municipal Bureau of Land and Resources (hereinafter referred to as the Shaoxing Land and Resources Shangyu Branch) on August 7, 2015 to inquire.
As a result, the Shaoxing Land Shangyu Branch replied on August 27: "Once the parcel is confirmed, it shall not be arbitrarily adjusted, and if the parcel really needs to be divided, merged or adjusted, it shall be agreed by the competent department of land and resources in conjunction with the relevant departments." The 15 mu of land involved in the case cannot be applied for and transferred without the consent of relevant departments such as planning, fire protection, construction, administrative law enforcement and other relevant departments and territorial townships. ”
Therefore, on September 1, 2015, the Shaoxing Intermediate People's Court ruled, "Reject the application for enforcement by the applicant executor, WeiYan Co., Ltd." ”
Subsequently, WeiYan Co., Ltd. sued the Shaoxing Land Shangyu Branch to the court, but voluntarily applied to withdraw the lawsuit on July 31, 2017.
<h4>Dispute over the right to use 15 acres of land</h4>
In Guyue Longshan's 2016 annual report, it was disclosed that a lawsuit compensation was "a contract dispute between Daughter Red Company and Weiyan Co., Ltd., and the court enforced the compensation of 309,700 yuan against Daughter Red Company according to the arbitration judgment made by the China Cietacac Commission." ”
However, due to the conditions for Weiyan Co., Ltd.'s request to forcibly transfer the 15-acre land use right to the name of the liquor company were not yet met, and the target of the execution was not clear, Guyue Longshan did not disclose any more information about the dispute in its subsequent annual report.
However, WeiYan Co., Ltd. is caught in a lawsuit.
On August 27, 2010, Shaoxing Yadong Import & Export Co., Ltd. (hereinafter referred to as "Yadong Company") and Weiyan Co., Ltd. reconciled and confirmed that Weiyan Co., Ltd. owed the daughter of Yadong Litigation co., Ltd. usd 207,066.92 unpaid for the red wine, which was converted into about RMB 1,408,100, but Weiyan Co., Ltd. had not fulfilled its payment obligations.
On January 8, 2014, Far Eastern Took WeiYan Co., Ltd. to court.
On May 29, 2015, the Shaoxing Intermediate People's Court held a public hearing, and the entrusted agents of Yadong Company, Cheng Xuelin and Lou Huafeng, attended the court to participate in the litigation, but Wei Yan Co., Ltd. refused to appear in court to participate in the litigation without a legitimate reason.
In the end, the Shaoxing Intermediate People's Court ruled that Weiyan Co., Ltd. "paid the plaintiff, Yadong Company, within 10 days from the effective date of the judgment, the payment of RMB1,264,700 still owed by the plaintiff, Andong Company, and paid the relevant interest losses." ”
Who would have thought that Weiyan Co., Ltd. did not fulfill the repayment, so Yadong Company applied to the Shaoxing Intermediate Court for compulsory enforcement, which filed a case for enforcement on July 7, 2016.
During the implementation process, on November 16, 2016, the Shaoxing Intermediate People's Court froze the 25% equity interest held by Weiyan Co., Ltd. in the liquor company (i.e., Shaoxing Daughter Red Wine Industry Co., Ltd.) and entrusted the appraisal of the above equity.
However, due to the overdue payment of the appraisal fee by Yadong Company, the appraisal and subsequent disposal could not continue; in addition, after investigation, there was no other property available for enforcement under the name of Weiyan Co., Ltd., and the corresponding amount could not be enforced in this case. ”
On December 14, 2017, the Shaoxing Intermediate People's Court ruled that "this enforcement procedure is terminated." Where the person applying for enforcement discovers that the person subject to enforcement has property available for enforcement, he may apply for enforcement again. ”
After that, Yadong Company applied for enforcement again, but the execution letter of the Shaoxing Intermediate Court "cannot be delivered by other means because the whereabouts of the Health Research Unit of the Co., Ltd. are unknown." ”
On March 20, 2018, the Shaoxing Intermediate People's Court disclosed the appraisal report on the 25% equity of the liquor company held by WeiYan Co., Ltd., with an appraisal value of RMB3.0348 million. At the same time, it was ordered to auction and sell 25% of the equity of the above-mentioned liquor company.
21st Century Business Herald noted that the Shaoxing Intermediate Court had judicially auctioned 25% of the equity of the liquor company from August 9 to 10, 2018, with a starting price of 2.15 million yuan, but it was suspended due to flaws in the appraisal report.
From January 10 to 11, 2019, the Shaoxing Intermediate Court re-judicially auctioned 25% of the equity of the liquor company, with a starting price of 3.82 million yuan.
A supplementary report on the appraisal of the liquor company issued by Shaoxing Pingzhun Asset Appraisal Co., Ltd. (hereinafter referred to as the Pingzhun Company) on October 14, 2018 obtained by the 21st Century Business Herald reporter shows that the appraisal report issued on February 11 of that year "does not take into account the value of the 15 mu of land that the daughter red company should transfer to the liquor company", so in the supplementary report, "the value of the land use right is added to the liquor company - intangible assets." The area of land to be assessed is about 15 acres,...... The appraisal unit price is 700,000 yuan / mu, and the appraisal value is 10.5 million yuan. ”
After adjustment, the appraisal value of the net assets of the liquor company is about 21.8242 million yuan, of which the appraisal value of the 25% equity of the liquor company held by Weiyan Co., Ltd. is about 5.4561 million yuan.
Although the starting price of 3.82 million yuan is still attractive compared to the appraisal value of 5.4561 million yuan, the auction was finally suspended because "the effective judgment has been retried and revoked".
If according to the appraisal report of the leveling company, the intangible assets of the liquor company do have 15 acres of land use rights.
However, the previous judgment of the Shaoxing Intermediate Court showed that the 15 acres of land could not be transferred separately.
On the evening of July 28, Guyue Longshan's announcement showed that Weiyan Co., Ltd.'s arbitration request was that daughter Red Company "pay 16.5717 million yuan in damages for breach of contract" to itself.
In this regard, on July 29, a person from the Guyue Longshan Securities Department told the 21st Century Business Herald that the impact of this arbitration on the company's net profit depends on the arbitration result and implementation, "We will disclose the progress of the arbitration in a timely manner." ”
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