Economic Herald reporter Duan Haitao trainee reporter Li Shunan.
It is intended to realize an investment in the overall strategic layout of the company's new energy lithium battery industry chain, so that Fengyuan shares (002805SZ) is in a litigation dispute and cannot get out for the time being.
On the evening of January 8, Fengyuan shares disclosed that Tianyu Ecology (603717SH) has sued the company to the Taierzhuang District Court of Zaozhuang City; Prior to that, in order to ask for investment of 7160With a deposit of 220,000 yuan, Fengyuan shares have sued Qinghai Juzhiyuan New Materials *** referred to as "Juzhiyuan"), Liu Bingsheng and Tianyu Ecology.
The reporter of the Economic Herald noticed that in the same lawsuit, the disclosure time of Fengyuan shares was more than 3 months later than that of Tianyu Ecology, and whether there were flaws in information disclosure aroused the attention of investors. In addition, in the past two years, Fengyuan shares have frequently set up additional funds and invested in expanding production, but the company's performance has declined sharply, and whether the investment project can achieve the expected benefits has also caused investors to worry.
The investment project was terminated, and the huge deposit of Fengyuan shares was difficult to recover.
The "entanglement" between Fengyuan shares and Tianyu ecology should start from the source of Fengyuan shares' capital increase.
On November 29, 2022, Fengyuan Co., Ltd. signed the "Equity Investment Framework Agreement" (hereinafter referred to as the "Framework Agreement") with Juzhiyuan and its shareholders Tianyu Ecology, Liu Bingsheng and Cai Xianwei, planning to hold 35% of the equity of Juzhiyuan by way of capital increase. According to the above agreement, Fengyuan shares will also pay a deposit of 100 million yuan to Juzhiyuan, which will be jointly supervised by Juzhiyuan and Fengyuan shares to set up a special account. If the investment cannot continue to be implemented due to objective reasons such as internal and external review and approval of Fengyuan shares, Juzhiyuan shall refund the deposit paid by Fengyuan shares without interest. Liu Bingsheng is jointly and severally liable for the return of the deposit by Juzhiyuan, and Tianyu Ecology also uses the Juzhiyuan 1225% equity provides equity pledge guarantee for the return of the above deposit.
The Economic Herald reporter learned that Fengyuan Co., Ltd. is mainly engaged in lithium battery cathode material business and oxalic acid business, while Juzhiyuan's product lithium hexafluorophosphate is widely used in the field of high-performance lithium battery manufacturing. For the source of capital increase, Fengyuan said that it is to further integrate resources, realize the company's overall strategic layout in the new energy lithium battery industry chain, and promote the company's sustainable development.
After signing the agreement, Fengyuan shares successively paid a total of 7160 deposits to Juzhiyuan220,000 yuan, Tianyu Ecology will handle the registration of equity pledge agreed in the agreement on January 17, 2023.
However, half a year later, the project came to naught. On June 29, 2023, Fengyuan Co., Ltd. disclosed that the company's board of directors deliberated and passed a proposal to terminate the investment project on the grounds that "the Juzhiyuan investment project does not meet the company's internal requirements for the investment target".
The project was terminated, and how to recover the deposit of more than 71 million yuan of Fengyuan shares has become a problem. According to the announcement, in August 2023, Fengyuan Co., Ltd. launched a lawsuit against Juzhiyuan, Liu Bingsheng, and Tianyu Ecology around the issue of deposit recovery, in addition to requesting the court to order Juzhiyuan and its legal person Liu Bingsheng to return 7160In addition to the deposit of 220,000 yuan, he also requested the court to order Fengyuan Co., Ltd. to hold Qinghai Juzhiyuan 1225% of the equity is discounted or the price obtained from the auction or sale of the equity is preferentially compensated.
Anti-customer-oriented, Tianyu ecology does not carry the "pot".
The pot came from the sky, and Tianyu Ecology became the defendant, but this "defendant" also had a bitter stomach.
Tianyu Ecology, which is mainly engaged in garden business, entered the source of gathering earlier. In March 2022, Xspatial Ecology disclosed that it was 2100 million yuan capital increase, obtained 35% equity of Juzhiyuan. However, in the first year of the acquisition, due to factors such as the drastic fluctuation of lithium hexafluorophosphate**, the performance of Juzhiyuan did not meet expectations, which led to the investment loss of 2491 yuan recognized by Tianyu Ecology under the equity method during the reporting period280,000 yuan, and an impairment provision of 2524 for Juzhiyuan220,000 yuan.
Regarding the matter of being sued by Fengyuan shares, Tianyu Ecology behaved "justifiably and strongly".
Tianyu Ecology emphasized that when the framework agreement was signed, it was specifically stipulated that "if Fengyuan shares have not decided whether to continue investing within 60 days after the framework agreement takes effect, the company's guarantee liability will be automatically released". However, until the expiration of 60 days after the framework agreement came into effect, that is, on January 27, 2023, Fengyuan shares still did not decide whether to continue to implement the investment.
Tianyu Ecology said that it was not until June 30, 2023, that is, seven months after the signing of the framework agreement, that the company learned of its decision to terminate its investment in Juzhiyuan through the announcement issued by Fengyuan Shares. According to Article 158 of the Civil Code of the People's Republic of China, "civil juristic acts with conditions for rescission shall become invalid when the conditions are fulfilled".
In view of the fact that the equity pledge guarantee has expired, Tianyu Ecology submitted a Civil Complaint to the Taierzhuang District Court on August 9, 2023 to sue Fengyuan Shares, which was officially accepted by the court. Tianyu Ecology requested the court to order Fengyuan Co., Ltd. to assist the company in handling the cancellation of the registration of Juzhiyuan's 28.27 million yuan (10,000 shares) equity pledge.
The defendant became the plaintiff, and Tianyu Ecology did not show weakness.
The deposit dispute between Fengyuan and Juzhiyuan ushered in progress in late December 2023. According to the announcement of Fengyuan shares on the evening of December 26, the court ruled that Juzhiyuan should return 7160 to the companyA deposit of 220,000 yuan and the corresponding interest will be paid, and Liu Bingsheng shall be jointly and severally liable for the return of the above money.
It is worth noting that the court rejected Fengyuan's other claims, that is, Tianyu Ecology does not need to bear the liability of guarantee compensation in this incident.
The disclosure of the lawsuit is more than 3 months later than the other party, and whether there are any flaws in the disclosure of Fengyuan shares.
The reporter of the Economic Herald noticed that Tianyu Ecology disclosed as early as September 19, 2023 that it had received the "Notice of Acceptance of the Case" (2023 Lu 0405 Min Chu No. 2850) served by the Zaozhuang Municipal Court that the company sued Fengyuan Shares. However, Fengyuan did not disclose until the evening of January 8 this year that it received a "Notice of Response" from Tianyu Ecology to sue the company.
The time interval between the original defendant and the defendant to disclose the same lawsuit was as long as more than 3 months, whether Fengyuan shares received the "Notice of Response" and failed to disclose it in time, or was it caused by other reasons?
On January 10, the Economic Herald reporter called Fengyuan shares to learn about the relevant situation, but the company's investors contacted ** no answer.
The court generally serves the corresponding legal documents on the original defendant at the same time, but in legal practice, the defendant generally receives the legal documents to respond to the lawsuit before the plaintiff, which is to determine whether the defendant needs to be served by public notice. However, the difference of more than 3 months rarely occurs. Wang Wei, a lawyer from Shandong Longmou Law Firm, analyzed the reporter of the Economic Herald.
In addition to being caught in disputes, Fengyuan shares will not have a good time in 2023.
According to public information, Fengyuan Co., Ltd. was established in 2000 and originally focused on the production of oxalic acid, and it was not until 2016 that it began to set foot in the field of cathode materials for new energy lithium batteries. In 2022, the revenue of lithium battery cathode materials business has accounted for 86% of the company's operating income2%。
From the perspective of performance, from 2020 to 2022, Fengyuan Co., Ltd.'s revenue and net profit have both increased significantly, and the operating income is 35.7 billion yuan, 80.3 billion yuan, 173.6 billion yuan, net profit attributable to shareholders of listed companies were -2920300,000 yuan, 5309020,000 yuan, 15.1 billion yuan.
The Economic Herald reporter noticed that Fengyuan shares have accelerated their expansion in the past two years: in June 2021, Fengyuan shares completed the first private placement since their listing, raising 4500 million yuan will be invested in the construction project of high-nickel ternary materials with an annual output of 10,000 tons of lithium-ion batteries, and replenish working capital; In October 2022, Fengyuan Co., Ltd. once again completed a new round of private placement, financing 9400 million yuan will be invested in the lithium iron phosphate cathode material production base project with an annual output of 50,000 tons of lithium batteries, and replenish working capital.
However, in 2023, there will be a "sharp brake" in the performance of Fengyuan shares. In the first three quarters of 2023, the company's revenue was about 232.1 billion yuan, an increase of 91 percent year-on-year27%；Net profit attributable to the parent company was -15 billion yuan, a year-on-year decrease of 19958%。In the first half of the year, the net profit attributable to the parent company has lost more than 100 million yuan. Fengyuan said that in the first half of the year, the company's cathode material sales fell short of expectations due to multiple factors such as large fluctuations in the main raw materials, insufficient downstream demand and destocking.
Not only that, wind data shows that the accounts receivable of Fengyuan shares in the third quarter of 2023 have increased from 1$4.4 billion increased to $12.16.2 billion yuan, an increase of nearly 8 times in three years.
It is worth noting that in July 2023, Fengyuan shares disclosed that it plans to issue an additional 8401880,000 shares, raising 2 billion yuan, invested in the lithium iron phosphate cathode material production line project with an annual output of 100,000 tons of lithium batteries, and the high-energy cathode material project with an annual output of 50,000 tons of lithium-ion batteries, and replenished the working capital again. According to Fengyuan Co., Ltd., the company will build a lithium iron phosphate production capacity of 300,000 tons by the end of 2023.
The Economic Herald reporter noticed that some investors questioned Fengyuan shares on the interactive platform in September 2023, saying that the company's current lithium iron phosphate production capacity is 140,000 tons, but the effective production capacity in the first half of the year is very low, reaching 300,000 tons by the end of the year. "Excuse me, since the existing 300,000 tons (built + under construction) production capacity cannot achieve effective productivity, why do we need to issue additional shares for expansion? This shows that when there is overcapacity, we will continue to expand blindly. ”
At that time, Fengyuan replied that the company would continue to enhance its core competitiveness, enrich its product structure, enhance its differentiated competitive advantage, and actively promote cooperation with other downstream leading enterprises while strengthening cooperation with existing customers, and continue to optimize the customer structure.