Junhao Technology Company originally enjoyed more than 150 million yuan in debt claims against 11 shareholders of the chemical company including Chu Moumou. During the implementation, the above-mentioned shareholders of the chemical company did not fully fulfill their obligations. On June 24, 2016, the Intermediate People's Court notified in writing that the chemical company had frozen equity of Chu Moumou and 11 other people in the chemical company, and would entrust the evaluation agency to evaluate, requiring the chemical company to stop dividends of the frozen equity and cooperate with the evaluation. If they do not cooperate, the main person in charge or the directly responsible person will be fined and detained according to the circumstances in accordance with relevant laws and regulations.
After evaluation and auction, two failed to be sold . On April 24, 2018, the Intermediate People's Court ruled to pay 23.47 million yuan (the reserved price for the second auction) for the equity ratio of Chu Moumou and other 11 shareholders in the chemical company, which was 3.5%, to be delivered to the applicant Junhao Technology Company to compensate for the corresponding debts. The ownership will be transferred from the time the ruling is delivered to the applicant for execution. On the same day, the Intermediate Court mailed the ruling to Junhao Technology Company. On May 8, 2018, Junhao Technology Company handled the above-mentioned equity change registration, with a shareholding ratio of 15.194%.
Chemical Company's 2017 and 2018 audit reports show that shareholder dividends were paid 120 million yuan in 2017 and 100 million yuan in 2018. The financial records of the chemical company show that the two dividend payments were January 2017 and January 2018, and Junhao Technology Company was not included in the list of shareholders who issued dividends.
Junhao Technology Company filed a lawsuit with the court: 1. Order the chemical company to pay Junhao Technology Company 33426,800 yuan in surplus distribution; 2. The chemical company was ordered to pay the losses calculated at 1.3 times the LPR to Junhao Technology Company based on a base of 18232800 yuan from January 1, 2017 to the actual payment date and from January 16, 2018 to the actual payment date.
The court held that this case was a dispute over the company's surplus distribution. The focus of the dispute in this case is whether the chemical company should pay the surplus distribution and interest losses to Junhao Technology. Article 14 of the "Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (IV)" stipulates that if a shareholder submits a valid resolution of the shareholders' meeting or the general meeting of shareholders that states the specific distribution plan and requests the company to distribute profits, and the company refuses to distribute profits and its defense reasons for the inability to execute the resolution are invalid, the people's court shall rule that the company distribute profits to shareholders in accordance with the specific distribution plan stated in the resolution; Article 15 of stipulates that if a shareholder fails to submit a resolution of the shareholders' meeting or the general meeting of shareholders that states the specific distribution plan and requests the company to distribute profits, the people's court shall reject his litigation request, except if the abuse of shareholder rights in violation of the law causes the company to distribute profits, resulting in losses to other shareholders. The right to claim surplus distribution is an important way and embodiment for shareholders to realize their asset income rights.
In this case, in the previous execution case applied for by Junhao Technology Company, the Intermediate Court clearly notified that the equity of shareholders such as Chu Moumou of the chemical company had been frozen and dividends should be stopped. However, the Chemical Company distributed dividends to shareholders twice after receiving the notice, and neither notified the Intermediate Court nor Junhao Technology Company. Although the two enforcement rulings for debt repayment by equity were mailed to Junhao Technology Company on December 15, 2017 and April 24, 2018, respectively, and it was presumed that they were delivered to Junhao Technology Company on December 20, 2017 and April 29, 2018. Junhao Technology Company obtained shareholder qualifications from the date of delivery, the consideration for Junhao Technology Company to obtain the equity of the Chemical Company is based on the evaluation report with the evaluation base date of December 31, 2016. On this appraisal base date, the dividends that the chemical company has not allocated to shareholders are the company's assets, which constitute the component of the appraisal report, namely the component of the appraisal value. After the unspecified bidder successfully bids, the bidder will enjoy the property rights and interests of the corresponding part of the equity. The profits generated between the base date of and the date of equity change shall be enjoyed by the buyer except that the profits in the period stipulated or clearly stipulated in the equity auction shall not be enjoyed by the buyer.
Due to the failure of the equity auction, the Intermediate People's Court ruled to use the equity of the shareholders of the chemical company to repay the corresponding debts of Junhao Technology Company. The status of Junhao Technology Company is the same as that of the auction buyer.Therefore, after Junhao Technology Company acquires the equity of the chemical company, the property rights and dividend rights associated with these equity are the inherent rights of shareholders. When the chemical company knows that the dividends should be distributed by the equity, and when the company has become a shareholder, it will distribute dividends twice before and after, damaging the legal property rights and interests of the company. Junhao Technology Company now acknowledges the two dividend decisions, and the rights that the corresponding equity is originally enjoyed by other equity compensation recipients should be attributed to Junhao Technology Company. No one has proposed that the two dividends are invalid, and there is no evidence to prove that the profits are not suitable for distribution. From the perspective of economic benefits, the dividends of other shareholders have become a fait accompli. If they return to the state of no dividends, it also involves a series of issues such as money reversal, interest payment, and tax and fee burden. More importantly, the shareholders of the chemical company have made a decision to unanimously agree to the dividend, and Junhao Technology Company also recognized it. Other shareholders of the current chemical company have claimed that dividends are not valid, which violates the principle of honesty and trustworthiness.
Now Junhao Technology Company recognizes the amount and proportion of the two dividends. It is advisable for the chemical company to pay the corresponding profit to Junhao Technology Company in accordance with the dividend amount and equity ratio determined by the existing dividend decision. This will not affect the legitimate rights and interests of all parties and will be the most economical. Regarding interest, Junhao Technology Company claims that it is calculated based on 1.3 times of LPR. According to the actual situation of this case, it is determined that it is calculated based on LPR to the date of actual payment from the next day when other shareholders finally obtain dividends.
After the first and second instances, the court finally ruled that the chemical company paid Junhao Technology Company 33426,800 yuan and interest losses within ten days from the date of effectiveness of the judgment (from 18232,800 yuan as the base from January 17, 2017 to the actual payment date, and from 15194,000 yuan as the base from May 30, 2018 to the actual payment date, all are calculated based on the loan market interest rates announced by the National Interbank Offering Center).
