The good shop is angry： sue!

China Fund News reporter Nan Shen

Another big event happened in the good shop that just announced a big price reduction.

On December 6, the reporter learned from people close to the company that Guangyuan Juyi, a wholly-owned subsidiary of Liangpin Shop, formally filed a lawsuit with the people’s court on November 27 because Zhao Yiming Food, the invested enterprise, deliberately concealed major events and damaged the minority shareholders’ right to know during the cooperation period between the two parties. At present, the court has accepted the case.

Previously, in the announcement of Liangpin Store on October 17th, Guangyuan Juyi transferred its 3% equity of Yichun Zhao Yiming Food at a total price of about 105 million yuan, which is expected to generate an investment income of about 60 million. At that time, it was only about half a year before Guangyuan Juyi became a shareholder in Zhao Yiming Food. The company seems to get a good return on investment, but the net profit of Zhao Yiming Food in the first half of this year is twice that of last year. In the face of such an ultra-high-speed growth target, the valuation of the good shop is only about 23 times.

It is worth noting that Liangpin Store did not disclose key information such as the specific litigation request and the amount involved. The reporter sent a written interview to the office of the board of directors of the company for this purpose. The company said that it "restored the truth and safeguarded the legitimate rights and interests of minority shareholders". At the same time, the reporter also contacted Zhao Yiming Company, but the company has not responded to the press release.

The investment was withdrawn after only half a year.

According to the announcement of Liangpin Store on October 17th, Guangyuan Juyi, a wholly-owned subsidiary of the company, plans to transfer its 3% equity interest in Zhao Yiming Food to Yihai Partnership and Heiyi Partnership under the name of Black Ant Capital at a total price of about 105 million yuan, which is expected to generate an investment income of about 60 million yuan. After the transaction is completed, Guangyuan Juyi no longer holds the equity of "Zhao Yiming".

"Zhao Yiming" is a chain enterprise of discount snacks, which started in Jiangxi and rose rapidly in recent two years. In April 2023, Guangyuan Juyi invested 45 million yuan to acquire a 3% stake in Zhao Yiming. At that time, Liangpin Store said that discount snacks catered to consumers’ new pursuit of snack richness, price and experience, and Liangpin Store rapidly expanded its business by investing in various modes such as "Zhao Yiming".

But what I didn’t expect was that the good shop that laid out the new track sold the equity in just half a year. From the perspective of return on investment, the return on investment of good shops in "Zhao Yiming" has more than doubled in half a year, which is not rich. But in the face of Zhao Yiming, which is growing at a very high speed and probably still in the early stage of its life cycle, is it a wise move to sell at this time?

According to the announcement information, in 2022, Zhao Yiming’s revenue was 1.215 billion yuan and its net profit was 38.44 million yuan; In the first half of 2023, Zhao Yiming’s revenue was 2.786 billion yuan, and its net profit was 76.31 million yuan. Its operating income and net profit in the first half of this year were twice that of last year. In addition, according to Zhao Yiming company official website, the number of snack shops in Zhao Yiming has increased from about 700 at the end of last year to 2,500 at present, which has more than tripled in less than a year.

Why did the good shop suddenly sell the ultra-high-speed growth of "Zhao Yiming" equity? The company’s statement in the announcement is that "this transaction is based on the company’s own business development needs, in order to improve the efficiency of asset operation, and the company will continue to expand the distribution of discount snacks business and seize the opportunity of discount snacks market".

Major restructuring as soon as I quit

Unexpectedly, only 22 days after the transfer of shares in Guangyuan Juyi, that is, on November 10, 2023, "Zhao Yiming" and another industry head snack collection store "Snacks are Busy" issued a "merger" statement, and the rivals in the two industries actually got married.

According to the national enterprise information credit publicity system, both parties have completed the industrial and commercial change registration on the day of announcement.

At this point, Snacks Busy became the shareholder of Zhao Yiming, accounting for 87.76% of the shares. The three affiliated companies of Zhao Yiming’s founder and senior executives, Wing Hi Partnership and Heiyi Partnership also became shareholders of Snacks Busy Company, accounting for more than 35% of the total shares of Snacks Busy Company. Zhao Ding and Wang Pingan, founders of Zhao Yiming Company, also served as directors of Snacks Busy Company on the same day.

It is worth noting that Wang Pingan and Zhao Ding, one of the holding platforms used by Zhao Yiming executives to hold "snacks are very busy", Yichun Bird Management Partnership (Limited Partnership) only completed the registration in Yuanzhou District, Yichun City on September 28th this year, and the representative appointed by the executive partner of this enterprise is Zhao Ding.

For the sudden merger of the head competitors of the two industries overnight, Guangyuan Juyi believes that the two companies involved nearly 7,000 stores, the combined sales in 2022 exceeded 7 billion, and the current valuation was about 9 billion. It is impossible to complete all the processes required for the merger in just "22 days", such as due diligence, negotiation, contract drafting, investor approval, etc. And judging from the clues such as the establishment time of the shareholding platform, the start and decision of the merger took place in Guangyuan Juyi Transfer.

Guangyuan Juyi said that the merger of "Zhao Yiming" and its biggest competitor in the industry was a major change in the company’s business policy and investment plan. According to the provisions of the Company Law, the articles of association and the Shareholders’ Agreement, Guangyuan Juyi, as one of the shareholders, enjoys legal rights such as knowing, making decisions, checking and giving priority to purchase. "Guangyuan Juyi’s legal rights and interests as a minority shareholder have not received due respect."

Malicious deception? Prosecution of good products

People close to the good shop said that during the shareholding period of Guangyuan Juyi, "Zhao Yiming" never consulted the shareholder Fang Guangyuan Juyi on the merger with "Snacks Busy", and "Zhao Yiming" and related parties emphasized from beginning to end that the company planned to go public independently, hoping that Guangyuan Juyi would voluntarily transfer its equity. "The deliberate concealment and guidance of’ Zhao Yiming’ directly led Guangyuan Juyi to transfer its equity based on the wrong or untrue trading background and pricing basis, which seriously damaged the legal rights of" Guangyuan Juyi ".

Guangyuan Juyi sent an official letter to Zhao Yiming Company on November 21, 2023, requesting relevant documents on financial and major decision-making during the shareholding period from April 11, 2023 to October 16, 2023. However, "Zhao Yiming" Company has not yet replied to Guangyuan Juyi and provided relevant documents.

Guangyuan Juyi believes that the above-mentioned behavior of Zhao Yiming Company not only violates the relevant provisions on shareholders’ right to know in the Company Law, but also violates the information rights and inspection rights of investors in the Equity Agreement and the company’s special commitment to investors, which seriously damages the legitimate rights and interests of Guangyuan Juyi during the shareholding period. Accordingly, Guangyuan Juyi initiated litigation to protect rights in accordance with the Company Law, the Civil Procedure Law and relevant judicial interpretations. At present, the court has accepted the case.

The reporter of China Fund News noticed that the key details such as the lawsuit request and the amount involved were not disclosed in the good shop. The reporter then sent a written interview to the company and asked, "What is the appeal of the company’s prosecution because the equity and transfer money have been delivered? Even if you win the case, can you get your equity back? " .

The good shop responded that it "restores the truth and safeguards the legitimate rights and interests of minority shareholders". The reporter also tried to interview Zhao Yiming Company, but no reply was received as of press time.

Last week, Yang Yinfen, the new coach of Liangpin Store, just took office, threw a "deep-water bomb" into the industry, and implemented the largest price reduction of the company in 17 years. The average price of more than 300 products sold in the store was reduced by 22%, with the highest drop of 45%. Or stimulated by the news, the good shop once closed two consecutive daily limit, and the increase in three days reached 22%. However, on December 6, the company’s share price was adjusted back by more than 6%, and the latest market value is about 9 billion.

Editor: Xiao Mo

Audit: Xu Wen

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Original title: "The good shop is angry: sue! 》

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