Shenzhen Textile A (SZ000045, stock price 7.96 yuan, market value 4.032 billion yuan) is one of them.
Shenzhen Textile (Group) Co., Ltd. (securities abbreviation: Shenzhen Textile A) issued an announcement stating that the company and its holding subsidiary Shenzhen Shengbo Optoelectronics Technology Co., Ltd. (hereinafter referred to as “Shengbo Optoelectronics”) recently received According to the court summons, the court has accepted the dissolution dispute case of Hangzhou Jinhang Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as “Jinhang Fund”) v. Shengbo Optoelectronics.
The listed company stated that this lawsuit did not cause major changes in the financial status of Shengbo Optoelectronics and had no significant impact on the production and operation of Shengbo Optoelectronics. At present, the case has not yet been heard in court. The final judgment of the court is uncertain, and the impact on the company’s current and subsequent profits cannot be estimated for the time being.
Strategic investors: unable to dominate operations and management
In 2016, Shengbo Optoelectronics used the then assessed value of 2.029 billion yuan as the pricing basis, and introduced strategic investors to hold 40% of the shares. It was publicly listed on the Shenzhen United Assets and Equity Exchange at a price of no less than 1.353 billion yuan. strategic investor.
During the listing period, Shengbo Optoelectronics solicited interested investors Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as “Jinjiang Group”). Afterwards, Shenzhen Textile A, Shengbo Optoelectronics, Jinjiang Group and Jinhang Fund, established by Jinjiang Group as the actual controller, jointly signed an agreement. Jinhang Fund, as the capital increase entity, subscribed for 40% of the equity of Shengbo Optoelectronics, with the capital increase amounting to 1.353 billion yuan.
On December 30, 2016, the listed company, Jinjiang Group and Jinhang Fund jointly signed a “Cooperation Agreement” on the premise of reaching a consensus on the future management and development of Shengbo Optoelectronics. Jinjiang Group promises that Shengbo Optoelectronics’ sales revenue and net profit in 2017, 2018 and 2019 will not be less than 1.5 billion yuan/50 million yuan, 2 billion yuan/100 million yuan, and 2.5 billion yuan/150 million yuan respectively; principle In 2017, the sales revenue of polarizers and related optical film products accounted for no less than 70% of the total revenue, and after 2018, it will not be less than 80%.
However, in 2017, Jinjiang Group did not fulfill its performance commitments. However, because the net profit reached the standard, according to the agreement, it only needed to pay based on the difference in net profit, and no performance compensation was required.
In 2018, Shengbo Optoelectronics achieved a net profit of -97.2687 million yuan and an operating income of 1.125 billion yuan. The sales revenue of polarizers and related optical film products accounted for 74.01% of the total revenue. The difference between the three indicators was 875 million yuan, 197 million yuan and 5.99%. Because the performance did not meet the standards, Jinjiang Group has fully paid compensation totaling 197 million yuan.
In 2019, Shengbo Optoelectronics achieved operating income of 1.953 billion yuan and a net profit of -94.7838 million yuan. The sales revenue of polarizers and related optical film products accounted for 73.21% of the total revenue. The performance commitment also failed to meet the standards.
But at this time, Jinjiang Group expressed its objection. Jinjiang Group believes that, subject to the wholly-owned state-owned enterprise management system still implemented by the listed company and Shengbo Optoelectronics, which is actually controlled by the listed company, it is actually unable to dominate the operation and management of Shengbo Optoelectronics after the capital increase. Therefore, Jinjiang Group filed for arbitration with the court. It was ruled that Jinjiang Group does not need to fulfill its performance compensation commitments in 2019.
The lawsuit requests the dissolution of Shengbo Optoelectronics
In July 2021, Jinjiang Group transferred all its rights and interests in Jinhang Fund to Suzhou Advantage Ford Investment Center (Limited Partnership) (hereinafter referred to as “Young Advantage”). Jinjiang Group is no longer the actual control of Jinhang Fund People, Advantage Ford became the new actual controller of Jinhang Fund.
Qixinbao shows that the executive partner of UFO is UFO Financial Holdings (Shanghai) Asset Management Co., Ltd., and the actual controller of the latter is Wu Kezhong, who is together with Wu Qiang, the actual controller of Digital Zhengtong (SZ300075, stock price 17.96 yuan, market value 8.911 billion yuan) Huawei brotherhood.
Shenzhen Textile A said that after the actual controller of Jinhang Fund was changed to Advantage Ford, it and the company had differences in Shengbo Optoelectronics’ development ideas and operation and management.
Jinhang Fund believes that as a shareholder of Shengbo Optoelectronics, its statutory or agreed shareholder rights have not been effectively protected after the capital increase and a series of shareholder rights have been deprived; the internal governance structures such as the Shengbo Optoelectronics shareholder meeting and the board of directors have failed. If they continue to exist, Jinhang Fund will The interests of shareholders of the Aviation Fund may suffer heavy losses; Shengbo Optoelectronics is currently experiencing serious difficulties in its operation and management, which cannot be solved through other means.
Therefore, Jinhang Fund filed a lawsuit requesting the dissolution of Shengbo Optoelectronics. However, the listed company believes that the aforementioned reasons for litigation are not consistent with the actual situation, and will actively communicate with Jinhang Fund and Advantage Fund to maintain the continued operation of Shengbo Optoelectronics.
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