Tiansi Group: Yan Bin no longer has the right to serve as the chairman of China Red Bull and the legal representative of ; China Red Bull: It is only subject to the judgment of the Chinese court, Yan Bin is still the legal representative and chairman
text | "Financial" reporter Zhang Jian
Edit | Zhu Ya
Recently, the highest-level court in Thailand, Thailand, made a final judgment, deciding that a resolution on the appointment and removal of the board of directors of Red Bull Vitamin Beverage Co., Ltd. (hereinafter referred to as "China Red Bull") shareholder Red Bull Vitamin Beverage (Thailand) Co., Ltd. (hereinafter referred to as "Thailand Red Bull") is valid.
This is another progress in the protracted litigation war between the "two Red Bulls".
The lawsuit originated from September 2016. Thailand Red Bull made a board resolution to remove Yan Bin from his post as director, chairman and legal representative of China Red Bull and replace several board members, including Yan Bin; China Red Bull should register the removal and appointment of relevant personnel with relevant departments in China in accordance with the resolution. Yan Bin immediately filed a lawsuit in Thailand, applying to revoke the resolution.
The case lasted nearly six years. After three trials, the Dali Court of Thailand maintained the final trial of the previous two trials. The verdict of stated that there was no situation that convening that Thai Red Bull board meeting and passing the resolution violated the law or the company's articles of association, and there was no reason to revoke the resolution passed by the board of directors.
Relevant information shows that according to the articles of association of China Red Bull, the major shareholder Thailand Red Bull has the right to appoint four directors to China Red Bull, and one of them will be the chairman and legal representative. Previously, Thailand Red Bull has appointed Yan Bin as the chairman and legal representative of China Red Bull.
On September 20, 2016, Thailand Red Bull convened a board of directors and made a resolution to remove Yan Bin from his position as chairman and legal representative of China Red Bull, and replace many board members at the same time.
Subsequently, Yan Bin filed a lawsuit in Thailand on the grounds of "the meeting notice was too hasty and the meeting agenda was unclear". Thailand's trial system has a trial court, an appeals court and a Supreme Court. The Southern Civil Court of Bangkok made a first-instance judgment on July 3, 2018, and the Bangkok Appeal Court made a second-instance judgment on August 20, 2019, both of which rejected Yan Bin's lawsuit.
After that, Yan Bin appealed to the Dali Court of Thailand and filed a complaint that the company's articles of association of Thailand does not stipulate the time frame for convening a board meeting. The convening of a board meeting should be notified at least 15 days in advance in accordance with the provisions of relevant Thai civil laws and the content of the Chinese Red Bull Articles of Association of China. Yan Bin said that when he received the notice of attending the meeting, he was very close to the meeting. He was still in China at that time and failed to return to Thailand in time and attend the meeting. Therefore, this conference was convened illegally.
Thailand Dali Court held that according to the articles of association of Thailand Red Bull Company and relevant laws, "directors may convene a board meeting at any time." Although Yan Bin lived in China when he received the notice 5 days before the meeting, he had enough time to travel to Thailand and attend the meeting scheduled for that date, considering the travel time from China to Thailand and Yan Bin had his own private jet. Therefore, notices to convene a meeting should be deemed reasonable.
In the lawsuit, Yan Bin questioned whether Thailand Red Bull has the right to remove him from his post as China Red Bull . He believes that removing him from his position as a director in China Red Bull is equivalent to changing a director and requires shareholder resolution to take effect; the directors of Thailand Red Bull have no right to take action on the change of directors of a Chinese independent legal entity or pass any resolution.
Thailand Dali Court held that China Red Bull is a joint venture established in accordance with Chinese laws. Its board of directors consists of 7 directors, and the relevant shareholders are appointed according to their respective shareholding ratios. Among them, Thailand Red Bull can appoint 4 directors, namely Yan Bin and three related parties. Therefore, the board of directors of Red Bull in Thailand has the right to consider and pass a resolution on the replacement of these four directors.Therefore, there is no case that convening a board meeting on September 20, 2016 and passing the resolution violates the law or the articles of association, and there is no reason to revoke the resolution.
In the judgment, the Thai Dali Court also pointed out that whether Thailand Red Bull and other relevant parties can take action in accordance with the resolution and register and change the removal and appointment of relevant personnel, or use the resolution against China Red Bull and third parties in China should comply with Chinese laws.
According to Thailand's judicial system, the judgment made by the Dali Court of Thailand cannot be appealed again. But whether this judgment can have judicial effect in China has become a core issue. If the judgment is implemented and the industrial and commercial registration of China Red Bull is changed, Yan Bin will lose the control basis of China Red Bull at the legal level. After the verdict of
was issued, Tiansi Pharmaceutical Health Co., Ltd. (hereinafter referred to as "Tiansi Group") issued an announcement stating that "At present, Mr. Yan Bin has lost the source of rights to serve as the chairman and legal representative of the joint venture, and has no right to represent the joint venture or engage in any acts in the joint venture. Without the approval of the legal board of directors of Red Bull Vitamin Beverage Co., Ltd., Mr. Yan Bin or any individual has no right to use the company's official seal to sign any agreement or other documents to the outside world. For the abuse of the company's official seal by relevant personnel and any consequences arising from this, Tiansi Group will pursue legal responsibility in accordance with the law."
China Red Bull issued a statement on June 22, questioning the legal effect of the Thai Dali Court judgment in China, and said, "As a Chinese legal person, China Red Bull is only bound by the res judgment of the Chinese court. According to Chinese law, the legal representative and chairman of China Red Bull registered in accordance with the law is Mr. Yan Bin."
Founder of Tiansi Group and a Thai Chinese Xu Shubiao founded the Red Bull brand in Thailand in the 1970s. In 1993, Xu Shubiao opened the first Red Bull factory in China in Hainan, where his ancestral home was located, and the Red Bull brand entered China.
In 1995, Thai Chinese Yan Bin and Xu Shubiao met. The two cooperated with other shareholders to establish China Red Bull, responsible for the operation of Red Bull in the Chinese market. Industrial and commercial data show that the Xu family and Yan Bin established Thailand Red Bull in Thailand hold 88% of the shares of China Red Bull and are its largest shareholders.
Since 2015, Red Bull brand Fang Tiansi Group and its former partner in China, Huabin Investment (China) Co., Ltd. (hereinafter referred to as " Huabin Group "), founded by Yan Bin, were in dispute and finally went to court. The resulting litigation cases cover the joint venture period, trademark, equity , bankruptcy liquidation, etc., with a total of more than 20 cases. The lawsuit in Thailand involves a related case in control of China Red Bull.
Previously, in August 2018, China Red Bull sued Tiansi Group to Beijing Higher People's Court , requesting the court to confirm that the "Red Bull Series Trademark" is the former's asset. The case was tried by the Beijing Higher People's Court and the Supreme People's Court , and the lawsuit filed by China Red Bull was rejected. After the final judgment of the Supreme People's Court was finalized, a series of related lawsuits against Red Bull trademark infringement that the Tiansi Group had previously been suspended were restarted.
On February 28, 2022, Zhejiang Higher People's Court (hereinafter referred to as the "Zhejiang Higher Court") made a first-instance judgment in a trademark infringement case between the two parties, and determined that the three companies established and controlled by Huabin Group infringed on the trademark related trademark of Red Bull Group and continued to use the existing font size after the expiration of the use period of the Red Bull trademark license , which constituted unfair competition.
Zhejiang Higher Court ordered that the three defendant companies stop using Red Bull related logos in the beverage products they produce and sell and the production plants, stop selling beverage products that use infringement logos, change the company name, and the new enterprises shall no longer contain the words "Red Bull" and compensate Tiansi Group for economic losses of 100 million yuan. After the judgment, the parties in the case appealed.
On May 7, 2022, the People's Court of Tianhe District, Guangzhou made a first-instance judgment on the infringement of trademark rights and unfair competition disputes among companies under Huabin Group: the above three companies stopped infringement, compensated Tiansi Group for 219 million yuan, and changed the Red Bull business name. Since then, the amount of fines for infringement of received by Huabin Group has exceeded 300 million. After the Tianhe Court's judgment, Huabin Group issued a statement on May 12 saying that it would appeal.
