450 million acquisition case has been turned back, Yu Fu lighting was sentenced to compensate Wan run technology 5 million

Recently, the intermediate people's Court of Shenzhen announced the two judgment on the dispute over the contract for science and technology. The verdict opened a period of July 2014, with WAN technology in the process of mergers and acquisitions on the photoelectric process and Fu lighting together to compensate disputes.

Wan Yu technology intends to acquire 450 million Fu Fu lighting

July 9, 2014, Wan run technology and Yu Fu lighting Lu Qun, Zhao Lijia preliminary cooperation intention, and field visits to understand the rich lighting company operating conditions. Signed the "Shenzhen Wan run Polytron Technologies Inc and Shenzhen Yu Lighting Co., Ltd., the main shareholder of the framework agreement", agreed to acquire WAN technology acquired 100% stake in Yu Fu lighting. The framework agreement points out that if one party breaches the contract, it shall bear the corresponding liability for breach of contract, and the amount of compensation for breach of contract shall be 5 million yuan. In accordance with the agreement between the two sides, Yu Fu lighting 100% equity value of 450 million yuan, and ultimately to assess institutions issued by the income assessment of the "asset assessment report" results prevail.

WAN technology stocks since July 1, 2014 suspension, after the announcement, during this period, Wan run technology is on the reorganization date photoelectric cooperation, the company shares resume trading on August 15th. According to industry and commerce information, rich lighting two executives, respectively, Lu Qun and Zhao Lijia.

At noon on July 12, 2014 11, Mason technologies commissioned Guoxin Securities Investment Banking Department Senior Manager Wang Weizhou through e-mail to Eastfield lighting secretaries Lee Wang sent a "allring technology - Eastfield lighting project of mergers and acquisitions due diligence list", and told: "annex for the list of due diligence, please as soon as possible to coordinate the relevant department of materials preparation. And on Monday, when the project team entered the field. On Monday, officials are expected to have 3 brokerages, 5 accountants, 2 lawyers and 2 appraisers. Please help arrange accommodation and arrange enough space for independent offices and necessary office stationery....... In view of allring technology need to resume trading at the end of July, the project group must complete all due diligence before, so time is very tight, please actively cooperate with the company, so as not to affect the progress of the project."

Eastfield lighting refused to Guoxin Securities due diligence and allring Technology Court

At 18:38 on July 13, 2014, Wang Weizhou to Yu lighting, secretaries Li, Wang sent a text message asked: "Li general, tomorrow intermediary approach how to arrange?"". Lee replied that the phone message is not arranged, Lu Qun regret about it. On the night of that day, the board of directors, vice president and Secretary of the board of directors of the board of directors called Lu Qun: "tomorrow, the intermediary will enter the market, can we enter the market?"" "We are sure not to go down, sorry," Lu said."

On July 23, 2014, Mason technologies commissioned lawyer Xiang Yufu lighting issued a lawyer's letter, Zhang Yufu lighting without the consent of the plaintiff unilaterally terminated the "framework agreement", the plaintiff refused to hire the agency arrangement approach to conduct due diligence, in accordance with the "framework agreement" agreement, request Eastfield lighting to pay 5 million yuan of liquidated damages. After the two sides terminate the framework agreement and pay breach of contract negotiations, but failed to negotiate successfully, WAN technology decided to sue Fu Feng lighting.

In accordance with the relevant provisions of the People's Republic of China contract law and other regulations, the Futian District people's Court of Shenzhen judgment, Yu Fu lighting Lu Qun, Zhao Lijia need to pay 5 million yuan liquidated damages technology. Yu Fu lighting Lu Qun, Zhao Lijia refused to accept and counterclaim. Lu Qun said, Wan run technology forced rich lighting to accept Guoxin Securities do due diligence, not because Guoxin Securities participated in the preliminary negotiations, but for their own personal gain. Also proposed that the company's two executives were run away from technology, so that the company lost a profit of 350 million yuan acquisition opportunities.

Allring technology argues that Eastfield lighting refuses to perform the obligations stipulated in the agreement, eventually abandon the transaction behavior constitutes a fundamental breach of contract, and the "framework agreement" to 5 million yuan for breach of contract in accordance with laws and regulations and common practice of gold listed companies agreed, there is no excessive situation.

Counterclaim was rejected by second instance, Yu Fu lighting was sentenced to 5 million compensation

The court of second instance of the Shenzhen intermediate people's court considers that the focus of the dispute in this case is the question of who should bear the responsibility for terminating the framework agreement.

The court has not supported the appeal for the cancellation of the "framework agreement", which was made by Wan Feng Technology, and that the breach of contract should be paid for breach of contract, and the lack of evidence support and legal basis. With regard to the question of whether the 5 million yuan is too high, the framework agreement has made a definite agreement, and the amount involved in the case is as high as 450 million yuan, so there is no mistake in the 5 million yuan breach of contract. In addition, other matters raised by Fu Feng Lighting could not be grounds for supporting its appeal. Appellant Lu Qun, Zhao Lijia's appeal grounds are untenable.

The intermediate people's Court of Shenzhen indicated that the facts of the judgment of the first instance were clear and the law was correct and should be maintained. In accordance with the relevant provisions of the Civil Procedure Law of the people's Republic of China, the appeal against Yu Fu lighting was rejected and the original judgment was upheld.

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