450 million acquisition was on the back, Yu Fu lighting was sentenced to compensate million run technology 5 million

Recently, the Shenzhen intermediate people's court announced the trial of two million yuan contract dispute resolution. The judgment opened in July 2014, the day of the merger and acquisition of technology in the process of mergers and acquisitions in the photovoltaic process with rich lighting compensation dispute.

Million run technology intends to acquire 450 million rich lighting

July 9, 2014, Wan run technology and rich lighting Lu Qun, Zhao Lijia initially discuss cooperation intentions, and field visits to understand the rich lighting company operating conditions. Signed a framework agreement with the main shareholder of Shenzhen million run Polytron Technologies Inc and Shenzhen Yu Lighting Co., Ltd., agreed to acquire 100% of the company's acquisition of the acquisition of ten million rich lighting. Framework agreement pointed out that, if one party defaults, must bear the corresponding liability for breach of contract, liquidated damages of 5 million yuan. In accordance with the terms of the agreement, 100% of the value of the rich lighting of the value of $450 million, and ultimately to assess the agency issued by the income method to assess the asset assessment report results prevail.

Million run technology stocks suspended since July 1, 2014, after the announcement, during this run million technology is on the reorganization of the day on the photoelectric matters to cooperate, the company's shares resume trading on August 15th. According to business information, Yu Fu lighting a total of two executives, namely 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 approach. Monday approach is expected to: 3 people, accountants, accountants, lawyers, 2, appraisers, 2 people, please help arrange accommodation, and arrange enough space for the office and the 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

July 13, 2014 18:38, Wang Weizhou to the rich lighting Dong Wang sent a text message asking: Lee total, how to arrange the intermediary approach tomorrow". Lee said the phone does not arrange to reply to the message, Lu Qun regret about. The same day in the evening, the company's executive director, vice president and Secretary of the board of directors Hao Jun called Lu Qun: "tomorrow, the intermediary will approach, in the end can enter? "Lu Qun replied:" we are determined not to do down, sorry. "

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 on the termination of the framework agreement and payment of liquidated damages for consultations, but ultimately failed to negotiate successfully, Wan run technology decided to sue rich lighting.

In accordance with the relevant provisions of the contract law of the People's Republic of China, Shenzhen City People's court ruled that the rich lighting Lu Qun, Zhao Lijia need to pay 5 million yuan of liquidated damages to run million yuan technology. Yu Fu lighting group, Zhao Lijia refused to accept this and counterclaim. Lu Qun said, Wan Yun Technology forced rich lighting accept Guoxin Securities do due diligence, not because Guoxin Securities involved in the early negotiations, but out of self-interest. Also suggested that the company's two executives were run by the science and technology, so that the company lost a profit of $350 million 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 dismissed in the second trial was sentenced to 5 million rich lighting compensation

Second instance court Shenzhen intermediate people's court held that: the focus of controversy in this case is to terminate the implementation of the framework agreement who should bear the responsibility of the problem.

Yu Fu lighting on the million technology unilateral lifting of the Framework Agreement constitutes a breach of contract should pay liquidated damages appeal, the lack of evidence support and legal basis, the court does not support. On the issue of liquidated damages 5 million yuan is too high, the framework agreement made a clear agreement, and the amount of money involved in the case of up to $450 million, so there is nothing wrong with the $5 million penalty does not exist too high. In addition, other matters proposed by Yu Fu lighting can not be a reason to support their appeal. Appellant Lu Qun, Zhao Lijia's appeal is not established.

Shenzhen intermediate people's court said that the first instance verdict facts are clear, the applicable law is correct, should be maintained. In accordance with the relevant provisions of the Civil Procedure Law of the people's Republic of China, dismissed the appeal of the rich lighting, upheld the original verdict.

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