--- title: "1.5 billion acquisition \"landmine\"! Cross-border giant SACA pursues original shareholders for 60 million in tax arrears" type: "News" locale: "en" url: "https://longbridge.com/en/news/267977561.md" description: "SACA (300464) has filed a lawsuit against 9 former shareholders in the Shenzhen Intermediate People's Court due to a tax dispute arising from its acquisition of Zebao Technology in 2018, seeking compensation of 68.521 million yuan. The case has been accepted but has not yet gone to trial, and SACA is currently unable to assess the impact on the company's operations. Zebao Technology was once a leading player in the cross-border e-commerce sector, and SACA acquired 100% of its equity for 1.53 billion yuan, forming a dual-drive pattern" datetime: "2025-11-30T13:14:10.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/267977561.md) - [en](https://longbridge.com/en/news/267977561.md) - [zh-HK](https://longbridge.com/zh-HK/news/267977561.md) --- > Supported Languages: [简体中文](https://longbridge.com/zh-CN/news/267977561.md) | [繁體中文](https://longbridge.com/zh-HK/news/267977561.md) # 1.5 billion acquisition "landmine"! Cross-border giant SACA pursues original shareholders for 60 million in tax arrears On November 28, 2025, SACA (300464) issued a litigation announcement, suing 9 former shareholders of Zebaotech Co., Ltd. (hereinafter referred to as "Zebaotech") in the Guangdong Province Shenzhen Intermediate People's Court over a cross-border tax dispute arising from its acquisition of Zebaotech in 2018, seeking compensation of 68.521 million yuan. The case has been accepted but has not yet gone to trial. As of the time of publication, SACA has not provided further responses regarding the impact of the dispute with the former shareholders on the company's subsequent operations. However, in an earlier announcement, SACA stated that it is currently unable to accurately assess the impact of the case on the company's operations and profits for the current and future periods, and that the results will be based on the annual audit by the accountants. **Cross-industry marriage, from industry benchmark to ongoing disputes** Zebaotech was once a leading player in the cross-border e-commerce sector, founded in 2007, it started on the eBay platform and quickly entered the Amazon ecosystem. With six well-known consumer brands such as RAVPower, VAVA, and TaoTronics, covering popular categories like small appliances and consumer electronics, it was once known as one of the "Amazon Three Heroes" alongside Anker Innovations and Patton Electronics, achieving a revenue of 1.743 billion yuan in 2017, becoming a target of interest in the capital market for cross-border e-commerce. At that time, SACA, which primarily focused on precision hardware, finalized a significant acquisition in 2018 to enter the high-growth cross-border e-commerce sector—acquiring 100% of Zebaotech's equity from 27 original shareholders for a consideration of 1.53 billion yuan. The transaction was structured as "891 million yuan in shares (58.20%) + 639 million yuan in cash (41.80%)", resulting in approximately 1.14 billion yuan in goodwill, thus initiating a dual-driven model of "precision hardware + cross-border e-commerce." In 2020, the revenue contribution from Zebaotech's cross-border e-commerce reached as high as 86.43%, becoming the company's core growth driver. However, this seemingly win-win cross-industry marriage has revealed many hidden dangers, and the conflicts between the two parties have intensified more than once. As early as 2022, SACA accused former shareholder Sun Caijin and others of "manipulating operations and evading taxes to fulfill a betting agreement," leading to the closure of 367 Amazon stores and the freezing of tens of millions in funds, suing for the return of 1.043 billion yuan in acquisition funds (later adjusted to 950 million yuan). In September 2024, the court dismissed the first instance of this case, and SACA clearly stated that it would appeal. In April 2024, Zebaotech sued Sun Caijin and 4 others for "causing company losses through illegal and irregular actions by former executives using their positions," seeking 242.5 million yuan in damages. The case has been accepted but has not yet gone to trial. Former partners are gradually becoming entangled in ongoing legal disputes **Pre-acquisition Concerns, Tax Dispute Erupts Four Years Later** The dispute over the recovery of 68.52 million yuan stems from a concealed cross-border tax liability. In early 2024, the consolidated subsidiaries of Zebao Technology, STK and SKL, received tax payment notices from the tax authorities of the United States and Italy, requiring the payment of overdue taxes, interest, and penalties from 2016 to 2018, with the principal amount reaching 48.7752 million yuan. SACA explicitly pointed out in the lawsuit that these overdue taxes occurred before December 31, 2017 (the acquisition assessment benchmark date) and December 31, 2018 (the asset delivery date), and are historical legacy issues of the target company. However, they were not disclosed in the audit report or asset evaluation report at the time, indicating clear concealment by the original shareholders. According to the "Share Issuance and Cash Payment for Asset Purchase Agreement" signed by both parties in 2018, the nine defendants involved \[including Sun Caijin, Zhu Jiajia, and Sunvalley E-commerce (HK) Limited, etc.\] were all performance guarantors for the acquisition at that time and are responsible for the compliance and financial authenticity of the target company prior to the acquisition. Therefore, SACA demands that the nine defendants bear joint and several liability for compensation, with the claim amount including the principal of 48.7752 million yuan and an additional interest of 19.7458 million yuan calculated up to August 21, 2025 (based on the benchmark lending rate of the People's Bank of China or one-year LPR plus 50%), totaling 68.5210 million yuan, while also requiring the defendants to bear all litigation costs. It is worth noting that although Zebao Technology fulfilled its performance commitments from 2018 to 2020 (with net profits of no less than 108 million, 145 million, and 190 million yuan respectively), issues such as account bans and tax arrears erupted immediately after the commitment period, reflecting potential short-term speculative behavior under the betting agreement and exposing gaps in the pre-acquisition due diligence process. **A Wake-up Call for the Industry, Compliance and Layout Become Key** From the latest operational data of SACA, the company is still in a performance recovery period, and the outcome of this lawsuit is crucial for its profitability. In the first three quarters of 2025, the company achieved revenue of 1.112 billion yuan, a year-on-year decrease of 6.23%, with third-quarter revenue of 386 million yuan, a slight year-on-year increase of 0.33%. In terms of profit, the net profit attributable to the parent company in the first three quarters was 2.6922 million yuan, turning a profit (an increase of 106.21%), with the net profit attributable to the parent company in the third quarter reaching 12.829 million yuan, a year-on-year increase of 124.33%. However, the overall profit scale remains small, and if the claim of 68.52 million yuan is successful, it will significantly alleviate the company's profit pressure. As of the close on November 28, 2025, SACA reported a price of 7.45 yuan per share, with a daily increase of 0.68% and a total market value of 3.411 billion yuan. This prolonged merger and acquisition dispute has sounded the alarm for the cross-border e-commerce industry and the M&A market. For cross-border mergers and acquisitions, the compliance risks of the target are particularly prominent. Cross-border e-commerce companies are involved in tax and platform regulations across multiple countries/regions. If the target company has issues such as tax evasion or illegal operations before the acquisition, it is likely to be exposed later and lead to significant disputes. The cross-border tax arrears of Zebaotech's subsidiary and the previous Amazon account suspension incident both stem from insufficient compliance of the target, reminding acquirers to strengthen due diligence in tax and platform compliance beforehand. At the same time, the risk of performance betting cannot be ignored. Betting agreements may obscure long-term operational risks of the target, and acquirers need to balance betting targets with compliance requirements to avoid illegal operations driven by short-term performance. Additionally, the risk of reliance on a single platform is also worth noting. Zebaotech's reliance on Amazon exceeded 80% in its early years, and the account suspension incident in 2021 directly led to a sharp decline in revenue. Although there have been attempts to expand into Walmart and offline channels (such as the acquisition of French company EURO-TECH), the transformation effect has been limited. This also serves as a warning for the cross-border industry once again. For sellers, it is crucial to reduce reliance on a single platform and enhance risk resistance through multi-platform and multi-channel layouts, while abandoning the rough model of "heavy stocking, light compliance." The industry must move towards a high-quality development path of product research and development and brand operation. Written by: Nandu·Bay Finance Society Reporter Chen Yingshan ### Related Stocks - [SACA (300464.CN)](https://longbridge.com/en/quote/300464.CN.md) ## Related News & Research - [Time Out boosts profits as it pivots to capital-light markets and profitable media](https://longbridge.com/en/news/281140281.md) - [Hubei Dinglong plans to seek Hong Kong listing](https://longbridge.com/en/news/281176793.md) - [Starfighters Space Delays Annual 10-K Filing](https://longbridge.com/en/news/281397627.md) - [Ganfeng Lithium Turns to 2025 Profit](https://longbridge.com/en/news/281121946.md) - [Italy's antitrust agency fines Morellato $30 million for alleged sales restrictions](https://longbridge.com/en/news/281156710.md)