Once forged information to turn the supplier's responsible person into a shareholder, Shaanxi Dukang is being retried in the case of recovering alcohol payment. Now the court is hearing shareholder | brand | Shaanxi Dukang

Shaanxi Dukang Wine Group Co., Ltd., which had been involved in litigation disputes for many years due to the brand dispute, was again involved in disputes.

Song Qingjin, the head of a base liquor supplier in Sichuan, reported to Pengpai News that his personal wholly-owned company, Sichuan Luzhou Jiaozi Liquor Industry Co., Ltd., had signed a purchase and sales contract with Shaanxi Dukang Company in 2017 and a "Liquor Exchange Equity Agreement" with Shaanxi Baishui Dukang Brand Management Co., Ltd. However, after he provided more than 600 tons of base liquor worth more than 40 million yuan to Shaanxi Dukang Company, Shaanxi Dukang Company not only failed to pay a penny, but also forged information to make him a shareholder of Shaanxi Dukang Company.

According to the relevant judgment documents, on July 7, 2017, the shareholders of Shaanxi Dukang Company changed, with the addition of a new shareholder, Song Qingjin, who holds 1.83% of the shares. In 2020, the change was revoked by a court ruling, and Song Qingjin "removed" the name of a shareholder of Shaanxi Dukang Company. The reason is that the signature and fingerprint of Song Qingjin in the registration materials for industrial and commercial changes were forged.

After the equity change registration was revoked by the court's ruling, Sichuan Jiaozi Company's request to recover the alcohol payment was partially supported by the court in the first instance. After being remanded for retrial in the second instance, the first instance of retrial will be held today.

In the first instance trial of the case, Shaanxi Dukang Company argued that it had paid RMB 32.6664 million in alcohol payment to Sichuan Jiaozi Company in accordance with the "Purchase and Sales Contract" and "Alcohol Exchange Equity Agreement" signed by both parties, and there was no breach of contract or issue of paying alcohol payment and interest to Sichuan Jiaozi Company.

Pengpai News has repeatedly called Zhang Hongjun, the shareholder of Shaanxi Dukang Company, who handled this matter, but the other party has not answered the phone.

Unknowingly becoming a shareholder of the purchaser

According to the judgment documents and purchase and sales contracts related to the contract dispute case between Sichuan Jiaozi Company and Shaanxi Dukang Company, after being determined by the Weinan Intermediate People's Court in the first instance, on June 15, 2017, Sichuan Jiaozi Company and Shaanxi Dukang Company signed a "purchase and sales contract", which stipulated that Sichuan Jiaozi Company would supply 2600 tons of Chuanxiang liquor, with a unit price of 7000 yuan/ton, and 1600 tons of Wuliang aged liquor, with a unit price of 75000 yuan/ton, to Shaanxi Dukang Company, with a total amount of 138.2 million yuan.

The first batch of shipments from Sichuan Jiaozi Company has been approved by Shaanxi Dukang Company for 600 tons of Wuliang Old Liquor base liquor. Both parties confirm that the actual value of the base liquor sent in this batch is 45 million yuan. If 32.6664 million yuan of this 45 million yuan is used as a share purchase payment to replace 1.83% of the shares of Shaanxi Dukang Company, and the industrial and commercial registration transfer to Sichuan Jiaozi Company is not completed within 15 working days, Sichuan Jiaozi Company has the right to request Shaanxi Dukang Company to pay 45 million yuan for 600 tons of base liquor within three days.

The purchase and sales contract also stipulates that, except for the equity exchange, the liquor payment shall be transferred in cash to the designated account by Shaanxi Dukang Company within 2 working days after the goods arrive at the warehouse and pass the acceptance inspection.

On the day of the signing of the aforementioned Purchase and Sales Contract, Sichuan Jiaozi Company also signed a Liquor Exchange Equity Agreement with Shaanxi Baishui Dukang Brand Management Co., Ltd., which stipulated that the target company currently has 43 registered shareholders, including Dukang Brand Company. Dukang Brand Company plans to transfer 6.98 million shares to Sichuan Jiaozi Company, with a unit price of 4.68 yuan per share, and intends to occupy 1.83% of the shares of Shaanxi Dukang Group. The transfer consideration is RMB 32.6664 million worth of base liquor.

Song Qingjin told Pengpai News that after signing the contract, Sichuan Jiaozi Company supplied more than 600 tons of alcohol to Shaanxi Dukang Company as agreed, but the other party did not pay a penny. In January 2019, he discovered that he had become a shareholder of Shaanxi Dukang Company, holding 1.83% of the shares. Song Qingjin said, "Even if we have signed the" Alcohol Exchange Equity Agreement, "it is still the company as a shareholder, not an individual. Moreover, I am not aware of this change." Song Qingjin believes that Shaanxi Dukang Company's move is to refuse payment for the alcohol.

Order to revoke the registration of industrial and commercial changes

After discovering that he had been treated as a shareholder, Song Qingjin sued the Shaanxi Provincial Market Supervision Bureau and demanded that the court order the revocation of his registration as a shareholder of Shaanxi Dukang Company.

On July 29, 2020, the Xi'an Railway Transport Court made a first instance judgment in support of Song Qingjin's lawsuit request. The court found that on July 7, 2017, the Shaanxi Provincial Market Supervision Bureau made a company registration change based on the application and relevant materials provided by Shaanxi Dukang Company. On the basis of the original shareholder's contribution, a new shareholder named Song Qingjin will be added, which will change the Dukang brand company to Dukang brand company and Song Qingjin. The equity of other shareholders has not changed.

Application Materials for Industrial and Commercial Change Registration of Shaanxi Dukang Company

At the same time, the applicant shall submit materials such as the company registration application, shareholder contributions, shareholder meeting resolutions, equity transfer agreements, and amendments to the company's articles of association. After examination, the Shaanxi Provincial Administration for Market Regulation deemed that the application materials for change registration were complete and in compliance with the legal form, and therefore approved the change registration.

Judicial appraisal has determined that the signature of Song Qingjin in the shareholder change registration materials of Shaanxi Dukang Company is forged

The relevant judicial appraisal opinion shows that the signature and fingerprint of Song Qingjin in the above application materials are forged.

After the court's trial, it was found that although the defendant Shaanxi Provincial Market Supervision Bureau conducted a formal examination when accepting the application for company change registration, the relevant application materials provided by the applicant were untrue, and the administrative actions made based on false application materials were insufficient evidence, and should be revoked in accordance with the law.

After the first instance verdict, the third party in the original trial, Shaanxi Dukang Company and Dukang Brand Company, appealed but were rejected. After the judgment came into effect, Song Qingjin removed the name of the shareholder of Shaanxi Dukang Company.

The court's ruling revokes the registration of changes in the case

The first instance of the retrial of the contract dispute case will be held

Having won the administrative lawsuit mentioned above, Song Qingjin turned his head and continued to pursue the wine payment. Song Qingjin's Sichuan Jiaozi Company filed a lawsuit against the Weinan Intermediate People's Court, claiming that according to the agreement, from June 23, 2017, it transported 526.144 tons of 8-year aged Wuliang liquor, valued at 39460800 yuan, and 123.753 tons of Chuanxiang liquor, valued at 866271 yuan, to Shaanxi Dukang Company in batches, totaling 40327071 yuan. However, the failure of Shaanxi Dukang Company to pay any price after receiving the goods constitutes a serious breach of contract.

Shaanxi Dukang Company argued that on July 7, 2017, it had already paid Sichuan Jiaozi Company a liquor payment of 32.6664 million yuan in accordance with the "Purchase and Sales Contract" and "Liquor Exchange Equity Agreement" signed by both parties. However, Sichuan Jiaozi Company did not provide liquor that met the sealing and inspection requirements as stipulated in the contract. It promised to replace the liquor with Chuanxiang liquor, but only replaced 86.04 tons of strong aroma liquor and refused to continue fulfilling its promise, which constitutes a fundamental breach of contract. Shaanxi Dukang Company stated that it has not breached the contract and there is no issue of paying alcohol and interest to Sichuan Jiaozi Company.

The Weinan Intermediate People's Court cited the verdict of Song Qingjin's lawsuit against the Shaanxi Provincial Market Supervision Bureau in the trial, which stated that the 1.83% equity change registration of Shaanxi Dukang Company was invalid. The court conducted a trial on key issues such as how much alcohol Sichuan Jiaozi Company provided and its value.

On September 17, 2021, the Weinan Intermediate People's Court ruled in the first instance that Shaanxi Dukang Company paid Sichuan Jiaozi Company a liquor payment of 30508796 yuan and corresponding interest. The interest was calculated from January 15, 2021, based on 30508796 yuan, at four times the market quoted interest rate for the same period until the date of repayment.

After the first instance verdict, Sichuan Jiaozi Company was dissatisfied and filed an appeal. In addition to the involved liquor payment, it also had objections to the date of interest calculation.

Sichuan Jiaozi Company believes that the first instance judgment determines the starting time for calculating the interest on overdue payments by Shaanxi Dukang Company after Jiaozi Company receives the second instance administrative judgment from Xi'an Railway Intermediate People's Court. The reason is that after the judgment is issued, Shaanxi Dukang Company did not continue to register for equity changes or pay for alcohol. Sichuan Jiaozi Company believes that the contract stipulates that the wine payment should be paid in full within two days after Shaanxi Dukang Company receives and accepts the wine, that is, interest should be calculated from August 11, 2017.

On October 28, 2022, the Shaanxi High Court remanded the case for retrial. On July 26, 2023, the first instance of the retrial of the case will be held in the Weinan Intermediate People's Court.