"Electric Eel Finance" Electric Eel No. / text
Recently, Qingshuiyuan Company recovered a loss of up to 400 million yuan due to the continuous performance fraud of the merger and acquisition target, which once again exposed the risk of the capital market.
According to the announcement involving civil litigation disclosed by Qingshuiyuan in August this year, the company, as the plaintiff, sued Zhong Sheng and Song Yingbiao, the former management of Henan Tongsheng Environmental Engineering Co., Ltd., a wholly-owned subsidiary, demanding that the defendant return to the company the stock consideration, cash consideration and interest on capital occupation overcharged due to inflated income, and compensate the shares and return the cash dividends and interest received in accordance with the "Profit Forecast Compensation Agreement", totaling more than 400 million yuan.
According to the announcement issued by Qingshuiyuan, in July 2019, during the company's daily audit of its wholly-owned subsidiary, Henan Tongsheng Environmental Engineering Co., Ltd., it was found that the former management of Tongsheng Environment had used its position to facilitate the illegal embezzlement of the company's interests, so it reported the case to the public security organs. The Jiyuan Branch of the Henan Provincial People's Procuratorate charged the defendant with contract fraud, embezzlement, breach of trust, and damage to the interests of the listed company, and filed a public prosecution with the Jiyuan Intermediate People's Court. After accepting the case, the Jiyuan Intermediate People's Court formed a collegial panel in accordance with the law, tried the case in open court, and made a first-instance judgment on July 13, 2023. For details of the relevant information about the case, please refer to the "Announcement on the Receipt <移送起诉告知书>of Cases", "Announcement on the Receipt" and "Announcement <刑事判决书>on the Progress of Criminal Cases" (Announcement No.: 2021-057, 2023-023, 2023-027) disclosed by the Company on August 13, 2021, July 17, 2023 and August 2, 2023, respectively.
According to the facts and reasons set out in the complaint, the two defendants provided false financial information for 2015 to the plaintiff at the time of the merger and acquisition of Tongsheng Environment, resulting in an inflated appraisal value of Tongsheng Environment's equity, and the actual value of the equity was much lower than the consideration of the equity transaction of RMB 495 million, which violated the Agreement on Issuing Shares and Paying Cash to Purchase Assets, constituting a breach of contract.
In addition, according to the Profit Forecast Compensation Agreement signed between the plaintiff and the defendant, as well as the fact that Tongsheng Environment committed financial fraud during the performance commitment period as determined in the Criminal Judgment issued by the Henan Provincial High People's Court, the two defendants should compensate Qingshuiyuan for profits.
According to the "Profit Forecast Compensation Agreement" signed by Qingshuiyuan, Zhong Sheng and Song Yingbiao, the net profit of Tongsheng Environment from 2016 to 2018 should reach 35.2 million yuan, 56 million yuan and 66.8 million yuan respectively, and if the aforementioned promised net profit is not reached, the two must compensate for the difference in net profit.
According to the "Notice of Appraisal Opinion" issued by the public security department, Tongsheng Environment inflated its income by 17.5238 million yuan and its net profit by 5.1855 million yuan in 2016; In 2017, the inflated income was 39.8119 million yuan, and the inflated net profit was 16.8715 million yuan; In 2018, the inflated income was 34.6977 million yuan, and the inflated net profit was 33.0818 million yuan.
The case of Qingshui is a warning to all participants in the capital market that the road to mergers and acquisitions is not paved with flowers, and the hidden risks need to be carefully assessed and addressed. Only by establishing a sound risk control mechanism can we move forward steadily in the tide of the capital market and avoid repeating the mistakes of clean water.
"Electric Eel Finance" will continue to pay attention to the follow-up development of this incident.