Author | Ou Xue
Editor | Zhu Yimin
Picture Source | Vision China
Amazon ’s account ban shock wave is still shaking, even touching the original founder who has left the cross-border e-commerce company.
Recently, a piece of news shocked the cross-border e-commerce industry. According to a lawsuit announcement issued by Xinghui Precision, the parent company of cross-border e-commerce company Zebao, the original founder of Zebao reduced the acquisition price of Zebao from 1.5 billion yuan to 430 million yuan, and Sun Caijin and others were required to return 1.04 billion yuan of Xinghui shares. Acquisition money. The reason disclosed in the
announcement was that the defendant violated Amazon's regulations in order to fulfill its performance commitments, which led to the account suspension. Xinghui Shares suffered huge losses as a result, and Zebao was unable to continue to maintain its original business model. Zebao's original founder Sun Caijin and others had violated the contract signed at the beginning of the acquisition.
The store closure incident affects cross-border e-commerce
The time can be traced back to 2018. Xinghui Shares acquired Zebao Technology, whose market value far exceeds its own, for 1.53 billion. As an additional condition, the two parties also signed a three-year performance gambling agreement of 443 million yuan.
In the end, Zebao exceeded its performance in all three years. Among them, the net profit in 2020 was 247 million yuan, completing 130% of the promised net profit for that year.
Zebao, which was originally developing well, was hit by Amazon's store closure incident, and its performance was severely affected. Amazon's business dropped by 80% year-on-year.
As of the end of 2021, Zebao Technology has suspended sales on the Amazon platform for a total of 367 sites due to suspected violations of platform policies, and the frozen fund balance is equivalent to approximately RMB 32.2492 million. According to
financial report data, Zebao's revenue in 2021 was 2.577 billion yuan, a year-on-year decrease of 46.02%; net profit was -809 million yuan, a year-on-year decrease of 409.92%; gross profit margin was 26.85%, a year-on-year decrease of 13.6%. In the first quarter of 2022, Zebao has still not got rid of the impact of Amazon's account ban, achieving operating income of 318 million yuan, only 29.18% of the same period last year, and achieving a total profit of -27.0584 million yuan.
Xinghui Shares has suffered a sharp decline in performance. In 2021, it achieved operating income of 3.66 billion yuan, a year-on-year decrease of 33.74%; the net profit loss attributable to shareholders of the listed company was approximately 1.524 billion yuan. The decision-makers of
company turned against this and even went to court directly.
requested adjustment of the acquisition consideration
In January this year, Xinghui Shares and Zebao filed a lawsuit against Sun Caijin and others, claiming that they had not fully reported taxes before the merger, requiring them to pay a fine of 49.16 million yuan, and also froze Sun Caijin's 1.23% in the parent company. of shares.
Recently, Xinghui Shares and Zebao filed a request to increase and modify the lawsuit, requesting that the acquisition price of Zebao Technology be reduced from 1.53 billion yuan to 430 million yuan. Sun Caijin and others need to return the 1.04 billion yuan acquisition price of Xinghui Shares. The cause of the lawsuit is also Change accordingly.
Director of the M&A and Reorganization Committee of the Shenzhen Lawyers Association and senior partner of Beijing Jincheng Tongda (Shenzhen) Law Firm Yu Zheng analyzed to Southern Financial All-Media reporters that this change request shows that Xinghui Shares believed that it had acquired Zebao At that time, Zebao was only worth about 430 million yuan, so the original founder Sun Caijin and others were asked to return the extra 1.04 billion yuan. The refund amount of the
lawsuit was changed from 49.16 million yuan to 1.04 billion yuan, which was more than 20 times more than the amount. Yu Zheng said that the key to the lawsuit is whether the evidence provided by Xinghui Shares can better support its claims.
Yu Zheng said that the evidence mainly focuses on two aspects. On the one hand, in the relevant terms of the major asset acquisition at that time, whether Xinghui Shares was allowed to adjust such acquisition consideration. On the other hand, Zebao's profit decline due to the ban on Amazon was an unknown factor before the acquisition. Now that the target price of the year is adjusted, whether there is enough evidence to show that the valuation of the year was wrong.
Southern Finance’s all-media reporters immediately asked Xinghui Co., Ltd. about the reasons for the request for change in the lawsuit, and asked whether there was sufficient evidence for the change. As of press time, Xinghui Co., Ltd. had not responded.
Editor of this issue Jiang Peipei Intern Zhan Huinan
