Behind Deep Textile A's "Three Daily Likes": encounter a serial lawsuit in the partner, and is considering renamed matters

Economic Observation Network reporter Zou Yongqin deep Textile A. Recently, the trend can be described as emerging.

On August 18th, Shenzhen Textile A (000045.SZ) issued "Announcement on the Litigation of the Company and Holdings Subsidies", saying that Jinchang Fund, one of the shareholders of the subsidiary Shengbo Optoelectronics, has recently confirmed disputes on the company's resolutions. And cases such as shareholders' knowledge of rights will be filed with the court and will be tried on September 22.

However, in the secondary market, the stock price of Shenzhen Textile A has not been affected by the litigation incident. After the daily limit on August 17, on August 18th and August 19th, they have come out of the powerful ons of the "one word daily" for two consecutive days. Attacking, more than 36.6%of the weekly increase.

Relevant staff of Deep Textile A said in an interview with reporters that the company attaches great importance to and actively responds to the lawsuit, and has commissioned professional lawyers to prepare for the response based on facts and laws. At the same time, the company's management will actively communicate with the Jinhang Fund. Promote the resolution of disputes, ensure the normal production and operation of Shengbo Optoelectronics, and safeguard the interests of the company and Shengbo Optoelectronics.

Have been resentment for a long time

This is already the second lawsuit of the Jinhang Fund in less than two months. On June 24, the Jinhang Fund filed a lawsuit for the deprivation of shareholders' rights, and requested the dissolution of Shengbo Optoelectronics.

Public information shows that Shengbo Optoelectronics has two major shareholders, namely Deep Textile A (60%of the shares) and Kim Air Fund (40%of the shares). Although the Jinhang Fund is only the second largest shareholder of Shengbo Optoelectronics, it has the right to participate in major decisions and business management in Shengbo Optoelectronics. Why should such an important shareholder's identity filed a lawsuit in Shengbo Optoelectronics, and even asked to dissolve Shengbo Optoelectronics?

"We believe that this is mainly caused by the differences and disputes between the shareholders of Shengbo Optoelectronics and the failure of the dispute, but it has not caused Shengbo Optoelectronics's financial status and production and operation to be significantly affected." Relevant staff of Shenzhen Textile A is accepting the Economic Observation Network. The reporter answered so in an interview.

According to its introduction, the original actual controller of the Jinhang Fund was Hangzhou Jinjiang Group. In July 2021, Jinjiang Group transferred all its rights and interests in Jinhang Fund to Suzhou advantage Ford Investment Center (limited partnership) "), Jinjiang Group is no longer the actual controller of the Jinhang Fund;" After becoming a new actual controller of the Jinhang Fund, it has appeared with the company's development ideas and management in Shengbo Optoelectronics. Differential ".

However, by consulting the announcement of Shenzhen Textile A years, the reporter found that the differences between the Jinhang Fund and the Shenzhen Textile A should have been in the past.

The full name of the Jinhang Fund is the Hangzhou Jinhang Equity Investment Fund Partnership (Limited Partnership). It is a partnership led by Jinjiang Group in September 2016 to strategically enter the stock Shengbo Optoelectronics. At the beginning of the establishment of the Jinhang Fund, it immediately invested 1.35 billion yuan to obtain 40%of Shengbo Optoelectronics.

As part of the strategic investment, at the end of 2016, Shenzhen Textile A, Shengbo Optoelectronics, Jinjiang Group, and the Quanghang Fund all signed the "Cooperation Agreement"; it was this "Cooperation Agreement" that laid a foreshadowing for the differences between the two parties.

According to the "Cooperation Agreement", Jinhang Fund enjoys the right to participate in major decisions and business management in Shengbo Optoelectronics. For example, in terms of shareholders' meeting, Jinshang Fund, as a shareholder holding 40%of Shengbo Optoelectronics, has the right to attend the Shengbo Optoelectronics Shareholders and exercise voting rights; Various decisions of the board of directors, and organize and lead the company's daily operation and management in accordance with the decision of the board of directors.

At the same time, Jinjiang Group promised the performance of Shengbo Optoelectronics Company from 2017 to 2019. Jinjiang Group promised to make cash supplementary cash on the difference between the net profit and actual profit of the commitment and actual profit if the income and net profit that did not complete the commitment.

According to the disclosure of Shenzhen Textile A later, neither Jinjiang Group in 2018 and 2019 did not complete the performance commitment as agreed. Among them, the performance compensation for performance in 2018 was 197 million yuan, and Jinjiang Group had paid in full. However, Jinjiang Group raised his objection to the 2019 performance compensation.

Jinjiang Group believes that the wholly -owned state -owned enterprise management system that is still implemented by the listed company and its actual control is still implemented. The production line linkage, industrial integration and resource integration of wave optoelectricity have caused the contractual purpose of the "Cooperation Agreement" to be achieved at all, and the contract foundation for performance commitments and profit -making complement is disappeared. In this case, if the performance commitments under the "Cooperation Agreement" continue to fulfill their obligations to be obviously unfair and cannot achieve the purpose of the contract.

Therefore, Jinjiang Group applied for arbitration to the Shenzhen International Arbitration Institute in March 2020. After a year of arbitration, on March 25, 2021, the arbitral tribunal ruled that Jinjiang Group did not need to fulfill its 2019 performance compensation commitment.

Regarding this ruling, Deep Textile A has no objection, and emphasized that "the ruling result will not affect the company's gains and losses, and will not affect the production and operation of Shengbo Optoelectronics. Shareholders' duties have effectively improved the production technology, management level and profitability of Shengbo Optoelectronics. "

However, this is obviously the wishful thinking of Shenzhen Textile A, because in 2020 during the arbitration process, Jinjiang Group was retreated, and in July 2021, all their rights and interests in the Jinhang Fund were transferred to the advantage. Therefore, it is no longer the actual controller of the Jinhang Fund. In this regard, Shenzhen Textile A said that after the equity transfer matters were completed, the proportion of shareholders and equity of Shengbo Optoelectronics remained unchanged. The scope of the company's merger statement did not change. %Of the equity, Shengbo Optoelectronics's strategic investors will change from Jinjiang Group to advantage. The advantage Ford has rich experience in industrial resources and industrial investment and management. The two parties will give full play to their respective advantages and further make the main business of strong polarizers.

Regulatory lawsuit

However, the facts are that only about one year of advantage Ford Ford, the Jinhang Fund, the Cases of the Jinhang Fund confirmed the disputes, the company's resolutions, confirmed disputes, and the right to know the rights of shareholders to initiate a series of lawsuits to Shenzhen Textile A.

The Tianyancha Platform shows that the advantage Ford was founded in 2017 and is located in Suzhou, Jiangsu Province. It is a member of the Shanghai Finance Investment Holding Group. Its suspected actual controller Wu Kezhong.

According to the announcement issued by Shenzhen Textile A on June 24, after the actual controller of the Jinhang Fund was changed to the advantage Ford, it had different from the company's development ideas and management in Shengbo Optoelectronics. Jinhang Fund believes that the rights or agreed shareholders 'rights after the shareholders of Shengbo Optoelectronics have not been effectively protected, and a series of shareholders' rights have been deprived; The interests of shareholders of the aviation fund may suffer major losses; Shengbo Optoelectronics's current management and management have serious difficulties and can no longer be resolved through other channels.

To this end, Jinhang Fund filed a lawsuit as a defendant and Shenzhen Textile A as a third party, requesting dissolution of Shengbo Optoelectronics. The case was accepted by the People's Court of Pingshan District, Shenzhen, Guangdong Province, and opened trial on July 15, 2022 (as of the date of press release, the case has not yet been judged).

In the announcement of the day, Shenzhen Textile A emphasized that Shengbo Optoelectronics does not exist Article 182 of the Company Law, and the situation of the dexterous disband specified in Article 1 of the "Company Law Judicial Interpretation (2)" The reason for the fund's lawsuit does not match the actual situation. "The company will actively communicate with the Jinhang Fund and the advantage Ford, and maintain Shengbo Optoelectronics's continuous operation."

The communication process is obviously not ideal, because when Shenzhen Textile A shouts to communicate with the Jinhang Fund and the advantage Ford, the Jinhang Fund has filed a second round of lawsuits to the court.

On August 18th, Shenzhen Textile A announced that the company and Shengbo Optoelectronics recently received the "Poings" and "Notice of responding to the Prosecution" and "Notice of Prosecution" by the Jinhang Fund of the People's Court of Pingshan District, Guangdong Province. 》 Legal documents and other trials will be held on September 22.

The announcement shows that the lawsuit of the Jinhang Fund includes two lawsuits.

Among them, the case of litigation 1 was "the company's resolution validity confirmation dispute". Jinhang Fund believes that the board of directors of Shengbo Optoelectronics is a five -person board of directors. After resigning in March 2022, the two directors appointed by the board of directors of Shengbo Optoelectronics were resigned in March 2022. The Corporate Law of the Republic "" Supreme People's Court's provisions on the application of the "Corporation of the People's Republic of China" (4) and the relevant provisions of Shengbo Optoelectronics's "Articles of Association", the case involved in the board of directors (referring to Shengbo Optoelectronics [2022] No. 1 The resolution from the board No. 10) is not established.

The case of the second lawsuit was "dispute between shareholders' knowledge of concentration." Jinhang Fund pointed out that as a 40%shareholder of Shengbo Optoelectronics, it should enjoy the right to know shareholders in accordance with relevant regulations; The meeting, records, resolutions, and financial accounting reports of the meeting belong to the scope of the right to know the rights of shareholders; in addition, the relevant documents of Shengbo Optoelectronics Bank credit and loans belong to the scope of shareholders' right to check and copy, but since March 2021 The board of directors or shareholders' meetings related to the defendant Shengbo Optoelectronics Bank's credit and loan has not been received and signed.

Why did the Jinhang Fund began a second round of lawsuits when the first round of lawsuits still did not make a judgment? Are these two rounds of lawsuits inevitational?

Regarding the issue of reporters, the above -mentioned staff of Shenzhen Textile A did not respond positively, but once again emphasized that "these are caused by the differences and disputes of both Shengbo Optoelectronics shareholders."

In the announcement, Shenzhen Textile A pointed out that the case has not yet opened the trial, and the court's final judgment was uncertain, and the impact on the company's current profit and post -period profit cannot be estimated for the time being.

In addition, Deep Textile A reiterated again that "attach great importance to and actively respond to litigation, and has commissioned professional lawyers to prepare for the response based on facts and laws. At the same time, the company's management will actively communicate with the Kim Airlines Fund to promote resolving disputes and ensure Shengbo. The normal production and operation of photoelectricity, safeguarding the interests of the company and Shengbo Optoelectronics. "

So, as another party in the lawsuit, what kind of view does the Jinhang Fund and advantage Ford hold? According to the contact information provided by the Tianyancha Platform, the reporter dialed the office phone of the Jinhang Fund. However, when the other party heard the identity of the reporter, he hung up immediately on the grounds of "wrong call". After that, the phone was always on the bus. Jinhang Fund has eaten "closed doors" here, what about the advantage Ford side? On August 18, the reporter called his office phone. After the staff registered the reporter's information, the staff would notify the relevant staff to dock and communicate with the reporter. On August 19, the reporter called his phone again to consult. The staff member said that the relevant staff had notified the relevant staff that they would take the initiative to contact the reporter to communicate. But as of press time, no call from the company was still received.

Deep Textile A is considering renamed matters

The reporter noticed that in the face of two consecutive rounds of lawsuits in the Jinhang Fund, Shenzhen Textile A stated that the lawsuit did not lead to significant affected Shengbo Optoelectronics' financial situation and production and operation; and emphasized that it is necessary to ensure the normal production and operation of Shengbo Optoelectronics.

However, in the secondary market, the stock price has gone out of a very different market in the face of two rounds of lawsuits.

Linking data DataYES! Statistics show that after the strong daily limit on June 23 on June 23, Deep Textile A was affected by the announcement of the lawsuit on June 24. It was only stabilized after 6.85 yuan/share, and 14%of the 17%trading days fell.

On August 17th before the second round of lawsuits, Shenzhen Textile A also appeared a strong daily limit like June 23, but the lawsuit on August 18 did not affect it. The strong word daily, and continued the daily limit on August 19.

Some market participants pointed out to reporters that Shenzhen Textile A's recent stock price is so strong or even ignored the impact of litigation. In addition to the recent optical electronic sector, it may also be related to the willingness to change their names.

On the news, the staff of the Secretary of the Directors A of Shenzhen Textile A replied on August 16 to answer investors that "the main business is polarizer instead of textiles, why not renamed it", which clearly stated that "the company is highly high degree Attach importance to investors' attention to the company's renames. In order to better match the company's strategic development planning and main business, establish a good image of the company's capital market, the company will combine the company's strategic development planning or capital operation matters to comprehensively rename the name. "

The reason why Shenzhen Textile A attaches great importance to the production and operation of Shengbo Optoelectronics, and is considered to be renamed because of it because the polarizer of Shengbo Optoelectronics occupies a pivotal position in the total revenue of Deep Textile A. More than 90%. Linking data DataYES! Statistics show that the total revenue of Deep Textile A2019-2021 was 2.158 billion yuan, 2.109 billion yuan, and 2.294 billion yuan; of which the polarizer business was 1.43 billion yuan, 1.952 billion yuan, and 2.099 billion yuan.

Although Shenzhen Textile A indicates that the lawsuit has not caused Shengbo Optoelectronics's financial status and production and operations to be significantly affected; because the two rounds of lawsuits are targeted at Shengbo Optoelectronics, and the first round of lawsuits require Shengbo Optical Disding; and the final decision results of the court have the result of the results of the court. Uncertainty, its impact on Shengbo Optoelectronics is indeed temporarily estimated.

So, what is the current situation of Shengbo Optoelectronics? What is its development prospect? In this regard, the relevant staff of the Shenzhen Textile A Securities Department told reporters that after the production of Shengbo Optoelectronics Line 7 in the second half of 2021, it entered the climbing stage after being put into production in the second half of 2021. Further improvement, further improvement of vehicle speed, production and sales, and good operating performance one month by month. "

Public information shows that Shengbo Optoelectronics is the earliest national high -tech enterprise that has entered the development and production of polarizing films in China. It is also one of the largest in China. Experience, the product covers the TN, STN type, IPS-TFT type, VA-TFT type, OLED, vehicle industrial control display, flexible display, 3D three-dimensional and sunglasses, as well as light film for touch screens.

The research report released by Caitong Securities on August 3 shows that in the market pattern of global LCD in 2021, Shengbo Optoelectronics ranks among the forefront of a number of manufacturers with a market share of 7.3%, which is compared to Samsung SDI. 8.0%only lags 0.7 percentage points.

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