When will the M & A of Tianyu Division M & A, the hidden danger of the buried hidden danger of 575 million yuan in compensation?

"At present, the company has raised arbitration with the China International Economic and Trade Arbitration Commission for the performance compensation for 118 million yuan in performance. The case is under trial. If compensation is compensated by impairment, the other party will also need to compensate 457 million yuan." Recently, the interaction on the platform will be on the platform. Investors' questions about Shenzhen Yihua Technology Co., Ltd. (hereinafter referred to as "Yihua Technology") performance compensation and asset impairment of Shenzhen Entertainment Digital Sciences and asset impairment. The means to recover the impairment compensation to safeguard the rights and interests of the majority of small and medium shareholders.

Both parties hold their own words

Regarding issues such as the performance compensation and impairment compensation of Yihua Technology can be traced back to a acquisition a few years ago in Tianyu Duke.

The reporter consulted the company's announcement and found that in 2016, Beijing Tian Shen Interactive Technology Co., Ltd. (hereinafter referred to as "Tian Shen Interactive"), a wholly -owned subsidiary of Tianyu Digital, acquired 100%equity of Yihua Technology at 986 million yuan in cash. At that time, the "Investment Agreement" reached by the two parties also agreed on the performance commitments, compensation, rewards and other relevant terms. The original shareholders of Yijiao Technology Zhang Weiwen, Yinhong, Liu Gang and others as the performance commitment party, promised Yinghua Technology from 2016 to 2019 Realized non -net profit is not less than 60 million yuan, 78 million yuan, 101.4 million yuan, and 126.75 million yuan, respectively.

After the agreement was signed, Tianshen interacted with a total of 3 equity transfer models to the original shareholders of Yihua Technology, and 449 million yuan did not pay.

Affected by factors such as the industry and external environment, since 2018, Yahua's scientific and technological performance has fallen sharply. In 2018, Yihua Technology achieved a net profit of 20.7 million yuan, only 20.41%of the performance commitments of the year, and in 2019, it lost 9.64 million yuan. From 2016 to 2019, Yihua Technology achieved a total of 156 million yuan in non -net profit, which was far from achieving the original commitment.

"According to the" Investment Agreement "signed, the compensation is divided into two aspects, one is performance compensation, and the other is asset impairment compensation." Relevant executives of Tianyu Division said in an interview with the Securities Daily that performance compensation was compensated for performance compensation. In terms of, Zhang Weiwen, Yinhong, and Liu Gang should pay 567 million yuan in performance compensation to the company. According to the compensation formula agreed in the original compensation, after deducting the equity transfer of the company's not yet paid, it still needs to compensate 118 million yuan. In terms of asset impairment compensation, Yahua Technology declined sharply during the commitment period, and the commitment to impair great assets after the promised period expired. The performance committee must compensate separately. According to the impairment test report, the amount of impairment compensation was 457 million yuan.

"Based on this calculation, a total of 575 million yuan should be compensated. Previously, the company had raised arbitration with the China International Economic and Trade Arbitration Commission for compensation for 118 million yuan. The entertainment executives told reporters.

However, after the Tianshen Interactive submitted the arbitration application and was accepted, Zhang Weiwen, Yinhong, and Liu Gang filed an arbitration demand on the arbitration matters. The third -stage equity transfer model constitutes a breach of contract. After the audit report confirmed that Yihua Technology completed the 2017 performance commitment, Tianshen interaction failed to pay the fourth equity transfer before April 19, 2018. It believes that Tianshen interaction refuses to fulfill the main contractual obligation of paying equity transfer models, which also has a serious impact on the normal operation of Yijiao Technology. Therefore, the three requested the ruling of Tianshen Interactive to pay the first three -phase equity transfer payment of the funds generated by the delayed performance of the interest loss, the fourth phase of the remaining equity transfer model, and the fourth phase of the equity transfer performers. Interest loss and lawyer's fees totaled 161 million yuan, and requested the ruling to decide the Tianshen interaction to bear all arbitration and premiums in the case.

Regarding the relevant issues related to the transfer of equity transfer, the aforementioned executives of the Tianyu Digital Section stated that in early 2018, the indicators such as the revenue and profits of Yihua's scientific and technological revenue and profits were significantly contracted and declined, and the promised performance could not be completed that year. Because the "Investment Agreement" has agreed to pay the compensation that the performance commitment party should pay, Tianshen interaction can be deducted from the equity transfer amount of the performance commitment party. Phase II Payment of Price.

"Performance commitments and equity acquisitions are two different things. Equity transfer models are paid to the original shareholders, not paying to the target company, so this matter does not have any impact on the operating funds and daily operations of Yihua Technology." Tian Tian Tian. " The executive of the Entertainment Digital Section said that "the relevant parties have no additional conditions on the performance commitment of Yifu technology. The company took targeted stop loss measures for the interests of the majority of shareholders. From the overall performance of Yihua Technology in 2018, the company's judgment and decision -making at that time were correct, otherwise it would bring greater risks to the company. "

According to the executive, the company has repeatedly collected compensation for performance from Zhang Weiwen, Yin Hong, and Liu Gang, but so far the three have not paid any money to Tian Shen.

Waiting for a decision

If the internal and external operating environment changes and the company's company fails to complete the performance commitment, can the performance compensation plan be adjusted?

"In order to strengthen the protection of small and medium -sized investors, the regulatory authorities have paid more and more attention to the performance commitment compensation in the mergers and acquisitions. The performance compensation plan does not want to adjust it. If the commitment is not realized, the performance compensation shall be fulfilled in accordance with the agreement. "Some people in the legal community told reporters that" In June 2016, the CSRC issued the "Related Issues and Answers on the Proposal of the Performance Compensation of Listed Companies", which clarified that the reorganization party must not change the performance compensation commitment. The performance commitment of the reorganization party is based on the performance compensation agreement signed with the listed company. The commitment is an important part of the reorganization plan. Therefore, the reorganization party should strictly follow the performance compensation agreement. The "Guidelines for Supervision Rules -No. 1 Listing Class No. 1" will also be issued, which also reiterates that the reorganization party must not change the performance compensation commitment. "The reporter noticed that due to the failure of compensation, on November 5, 2021, the Shenzhen Stock Exchange The "Decision on the Criticism and Sailing of the Notification of Zhang Weiwen and Yinhong" was issued to Zhang Weiwen and Yinhong; on November 17, 2021, the Shenzhen Stock Exchange issued the "Supervision Letter to Liu Gang" to Liu Gang; December 27, 2021 On the day, the Dalian Securities Regulatory Bureau issued the "Decisions on Organizing Regulatory Regulatory Measures on Zhang Weiwen and Yinhong" to Zhang Weiwen and Yinhong.

"From the perspective of the discipline sanctions made by the exchange and the Securities Regulatory Bureau for the matter and the supervision measures taken by the Securities Regulatory Bureau, the regulatory authorities have also clearly have a clear attitude towards performance compensation." Compensation obligation.

"Now the case has reached the China International Economic and Trade Arbitration Commission, we believe that we will definitely get a fair ruling. After the arbitration committee's decision, the company will recover compensation funds as soon as possible to be responsible for the majority of shareholders.

Reporter Li Yong

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