Compensation of 50 million yuan and settlement! Is the gamble between Youkeshu and capital coming to an end?

A few years ago, cross-border e-commerce companies were still popular in seeking listing by betting against the performance of A-share listed companies. Now, many of them have been in a mess, and both parties are in court. From the current perspective, regardless of whether the performance bet is completed or not, the founders or major shareholders of the company seem to be unable to escape the role of "defendant", and are in trouble and face huge compensation.

Some disputes are still going on, while others have come to an end. Recently, Youkeshu Technology Co., Ltd. (formerly known as Tianze Information Industry Co., Ltd.) issued an announcement on the progress of performance compensation commitment and the proposed execution and settlement, stating that it intends to reach a settlement with Chen Jin on the performance of the remaining performance compensation commitment obligations and formulate an execution and settlement agreement accordingly.

The major shareholder paid more than 50 million yuan in compensation and settled the dispute with the remaining shares.

In 2018, Tianze Information purchased a total of 99.9991% of the equity of Shenzhen Youkeshu from 32 counterparties including Xiao Siqing at a price of 3.4 billion yuan. According to the Profit Compensation Agreement signed by Tianze Information and 14 counterparties including Xiao Siqing and Youkeshu Fund, Youkeshu must achieve a net profit attributable to the parent company of no less than 1 billion yuan from 2018 to 2020.

Among them, Youkeshu's former subsidiary Yuanjiang Information Technology Co., Ltd. achieved non-GAAP net profit of no less than 145 million yuan in 2018 and 2019.

The announcement shows that because the actual operating results achieved by Yuanjiang Information Technology Co., Ltd. in 2018 and 2019 did not meet the promised performance of shareholders Sun Borong and Chen Jin, the two should compensate the company in cash for the difference between the promised performance of the two years, totaling 313.7923 million yuan, of which Chen Jin should pay 86.1360 million yuan in cash.

After hearing the case, the Shenzhen International Arbitration Court ruled that Chen Jin should bear the obligation to pay performance compensation. In other words, it is a foregone conclusion that he will lose money. However, nearly 90 million yuan in compensation is not a small amount. How to solve it?

The announcement pointed out that Chen Jin mainly paid the performance compensation by reducing his holdings of the company's shares. Recently, he has fulfilled the performance compensation commitment obligations of 51.9184 million yuan, and has paid 60% of the performance compensation.

Considering that Chen Jin's performance compensation commitment is a voluntary commitment and the market value of the remaining company shares held by him can basically cover the principal of the performance compensation to be paid. Tianze Information, from the perspective of the efficiency of the subsequent share realization operation, in order to promote the smooth completion of the performance compensation work as soon as possible and maximize the coverage of the remaining performance compensation principal and related rulings and execution costs, intends to reach a settlement intention with Chen Jin on the performance of the remaining performance compensation commitment obligations and formulate an execution settlement agreement accordingly.

According to the basic content of the execution and settlement agreement, Chen Jin promised to unconditionally dispose of all the remaining 5.4851 million shares of the company in his name according to the creditors' requirements. If Chen Jin fulfills his promises, he will no longer need to pay the overdue liquidated damages under the "Award", as well as the remaining performance compensation principal, court acceptance fees and other unpaid amounts.

The equity structure chart of Qichacha shows that as of press time, Chen Jin holds 2.29% of Youkeshu Technology Co., Ltd. (9,672,437 shares), making him the fifth largest shareholder.

Judging from the proportion of Tianze Information's business layout, it has transformed from an information technology company to a cross-border e-commerce export company since 2020. This is further confirmed by the fact that it changed its name directly to "Youkeshu" in November last year. Shenzhen Youkeshu happens to be the main contributor to its cross-border e-commerce performance.

As we all know, from 2020 to 2021, stimulated by the epidemic, cross-border e-commerce has achieved explosive development, and the performance of related companies has also ushered in a wave of growth. However, Tianze Information has gone in the completely opposite direction. Not only is its performance in jeopardy, but it is also in trouble.

Plagued by "lawsuits", performance is stuck in the quagmire

In October last year , Tianze Information became a defendant again because of overdue loans, so the Nanjing Branch of Shanghai Pudong Development Bank Co., Ltd. sued it.

According to the "Announcement on the Progress of Overdue Bank Loans and Litigation" released by Tianze Information, on March 5, 2020, it signed a "Working Capital Loan Contract" with the Nanjing Branch of Shanghai Pudong Development Bank Co., Ltd. and borrowed 60 million yuan. Tianze Information's subsidiary TIZA Co., Ltd. provided a pledge guarantee with an offshore margin of 1.17 billion yen.

However, by the repayment deadline of March 6, 2021, Pufa Bank had not received the repayment.

After the overdue repayment, Shanghai Pudong Development Bank communicated with the foreign exchange management department to give priority to the deposit and completed the settlement of the deposit on June 29, 2022. However, the above deposit was not enough to repay the entire loan principal after the settlement. As of July 14, 2022, Tianze Information still owed Shanghai Pudong Development Bank a principal of RMB 2,151,573 and interest, penalty interest, and compound interest of RMB 5,259,723.92.

Not only that, because Pufa Bank applied for property preservation, the Nanjing Intermediate People's Court ruled to seal up Tianze Information's real estate located in Jianye District, Nanjing, and in the High-tech Industrial Development Zone of Zhengzhou.

Over the years, Tianze Information has been involved in many "lawsuits". According to Qichacha, Tianze Information has been involved in as many as 132 lawsuits, of which nearly 80% were defendants. Most of the cases were in Jiangsu and Hunan, and the top three causes of action were sales contract disputes, financial loan contract disputes, and contract disputes.

Cases have become more frequent in recent years, with 46 cases in 2020-2022 alone .

At the same time, Tianze Information's performance seemed to be stuck in a quagmire and was in jeopardy.

The financial report shows that in 2020, Tianze Information achieved operating income of 5.027 billion yuan, a year-on-year increase of 29.97%; the net profit attributable to shareholders of the listed company was -871 million yuan, a year-on-year loss, a year-on-year decrease of -1858.22%. In 2021, the company achieved operating income of 1.764 billion yuan, a year-on-year decrease of 64.91%; the net profit attributable to shareholders of the listed company was -2.676 billion yuan, an increase in losses compared with the same period last year, and a year-on-year increase of -207.30%.

In the first three quarters of 2022, the company achieved total operating revenue of 625 million yuan, a year-on-year decrease of 57.7%, with the decline widening compared with the same period last year; the net profit attributable to shareholders of the parent company was -133 million yuan, and the non-net profit was -129 million yuan.

However, from the perspective of cross-border e-commerce export business, the situation is different. The financial report shows that in 2020, Tianze Information's cross-border e-commerce export business achieved operating income of 4.749 billion yuan, an increase of 20.16% over the same period last year; the net profit attributable to shareholders of listed companies was 416 million yuan, an increase of 27.95% over the same period last year.

Although its performance declined in 2021 due to the impact of Amazon's account ban, Tianze Information still had revenue of 1.536 billion yuan from online channels in the field of cross-border e-commerce.

Judging from the above data, cross-border e-commerce business may be able to pull Tianze Information's performance out of the quagmire. Obviously, it has also realized this. Whether it is changing its name to "Youkeshu" or transforming its cross-border e-commerce business model from general distribution to high-quality products, it shows its determination to move closer to cross-border e-commerce.

If Tianze Information reaches a settlement with Chen Jin and obtains the remaining performance compensation, it can also promote the development of cross-border e-commerce business to a certain extent.