--- title: "INVT wins the lawsuit, 60 million yuan difficult to recover, and the merger and acquisition gamble must block the \"runaway\" backdoor" type: "News" locale: "zh-CN" url: "https://longbridge.com/zh-CN/news/271899104.md" description: "INVT won a merger and acquisition dispute that lasted 6 years, with the Guangdong High Court ruling that Hanruide Company must pay 64.9988 million yuan plus interest. However, Hanruide Company was deregistered as early as 2019, making it difficult for INVT to pursue recovery. This dispute originated from INVT's performance commitment during the acquisition of Plin Yiwei in 2017, with the acquisition price and promised profits adjusted multiple times due to market changes. Ultimately, INVT underwent multiple trials in 2022 and 2025, with the case's complexity reflecting the challenges of merger and acquisition dispute litigation" datetime: "2026-01-08T08:20:09.000Z" locales: - [zh-CN](https://longbridge.com/zh-CN/news/271899104.md) - [en](https://longbridge.com/en/news/271899104.md) - [zh-HK](https://longbridge.com/zh-HK/news/271899104.md) --- > 支持的语言: [English](https://longbridge.com/en/news/271899104.md) | [繁體中文](https://longbridge.com/zh-HK/news/271899104.md) # INVT wins the lawsuit, 60 million yuan difficult to recover, and the merger and acquisition gamble must block the "runaway" backdoor After more than 6 years of merger and acquisition dispute, the final ruling has been won, but the listed company INVT finds it hard to relax. On December 31, 2025, the Guangdong High Court ruled that Hanruide Company must pay INVT 64.9988 million yuan plus interest. However, Hanruide Company was already deregistered in 2019, and although INVT won the judgment, it is difficult to collect the money because "the compensation depends on whether Hanruide Company's shareholders still have executable assets." This matter dates back to 2017. That year, INVT planned to acquire 100% equity of the new energy vehicle motor company Pulin Yiwei for 250 million yuan, with the original shareholders of the latter, Hanruide Company (holding 53.25%), promising that Pulin Yiwei's net profits would not be less than 15 million yuan, 30 million yuan, and 55 million yuan for the years 2017 to 2019, respectively. In 2018, due to market changes, the acquisition price was reduced to 150 million yuan, and the performance commitment was changed to a total net profit of not less than 55 million yuan for the years 2017 to 2020. At this time, Hanruide Company had already incurred potential liabilities—if Pulin Yiwei failed to achieve the promised profits, its compensation obligation would convert into a definite debt. However, by May 2019, INVT discovered that Hanruide Company had been deregistered in January of that year and had not fulfilled its obligation to inform. The audit results in 2021 showed that Pulin Yiwei had not completed the performance commitment, and INVT had recognized an impairment of goodwill of 128 million yuan. After multiple transfers and filings, in 2022, the Shenzhen Intermediate Court rejected INVT's claim for over 300 million yuan in performance compensation, only supporting the penalty for breach of contract and administrative penalties; it was not until the end of 2025 that the Guangdong High Court made the aforementioned ruling. The case took years to settle, reflecting the complex logic behind merger and acquisition disputes. From the timeline, 2020 was the last year for performance commitments, and a complete financial report would not be available until 2021. INVT had already filed a lawsuit against Hanruide in 2019, but without complete performance data, it was difficult to determine whether Hanruide was in breach of contract, and the first-instance judgment did not come down until 2022. In addition, the author found through public information that there were no similar precedents before this, which may also be the reason why the Shenzhen Intermediate Court made a ruling unfavorable to INVT. The litigation time was repeatedly extended, and there were no effective control measures against the debtor during this period, further increasing the difficulty for INVT to protect its rights. Once a company is deregistered, its legal entity status is terminated. In practice, if not agreed upon in advance in the merger agreement, creditors seeking to recover the assets of a deregistered company will face difficulties in providing evidence and executing claims. Shareholders may have already transferred assets or claimed "legal deregistration" to evade responsibility, resulting in the listed company still having difficulty recovering compensation even after winning the lawsuit. To close the "escape" loophole in merger and acquisition disputes, systematic improvements are needed in various aspects, such as preventing the deregistration of responsible entities, monitoring the performance capability of responsible parties, and adjusting the payment methods for merger consideration. Regarding prevention of deregistration, it is necessary to clearly stipulate anti-deregistration clauses and unlimited liability for recovery, requiring the original shareholders of the target company to continue to bear joint liability for performance commitments and other obligations even after the company is deregistered, and the statute of limitations for recovery should not be affected by the company's deregistration. Additionally, "reverse guarantee" clauses can be set, requiring original shareholders to provide guarantees for performance commitments with personal assets or assets of affiliated companies In terms of monitoring the performance capability of the responsible parties, listed companies should not only pay attention to the operating conditions of the target company but also verify the asset strength and credit records of the original shareholders. They should comprehensively understand their performance capability through third-party audits, asset evaluations, etc. If necessary, they should require the provision of asset collateral or the establishment of a margin account to ensure the enforceability of compensation payments. Regarding payment methods, a cautious approach should be taken by choosing a combination of one-time cash payments, equity payments, and installment payments. Specifically, the majority of the transaction price should be paid in the form of shares of the listed company, convertible bonds, etc., binding the interests of the original shareholders with those of the listed company. At the same time, performance milestones should be set for phased payments, with any unmet performance portions directly deducted from the compensation amount, thereby reducing recovery risks from the source. For INVT, winning the lawsuit is not the end; to protect the interests of the listed company and uphold the seriousness of contracts, accountability efforts should continue. When Hanruide Company is deregistered, it has contingent liabilities for performance compensation. According to the Company Law of the People's Republic of China and relevant judicial interpretations, company deregistration requires the fulfillment of liquidation procedures. The liquidation team should notify creditors in writing and make an announcement, but the original shareholders of Hanruide Company did not fulfill this obligation, subjectively intending to evade debts and objectively implementing the act of deregistration, thereby harming the legitimate rights and interests of INVT. In this situation, INVT has the right to continue to initiate litigation in accordance with the law to pursue the joint liability of the original shareholders of Hanruide ### 相关股票 - [INVT (002334.CN)](https://longbridge.com/zh-CN/quote/002334.CN.md) ## 相关资讯与研究 - [Is Now The Time To Put KCTech (KRX:281820) On Your Watchlist?](https://longbridge.com/zh-CN/news/281578881.md) - [Old Mutual Advances Share Buyback, Cancelling Over 3% of Shares in Issue](https://longbridge.com/zh-CN/news/281481683.md) - [Nordstrom, Inc to Open New Nordstrom Rack Store in McAllen, Texas](https://longbridge.com/zh-CN/news/281550220.md) - [Bronco Resources Provides Exploration Update at Placer Mountain Gold Project](https://longbridge.com/zh-CN/news/281520096.md) - [A Look At P/F Bakkafrost (OB:BAKKA) Valuation After Q1 Production Update And Governance Proposals](https://longbridge.com/zh-CN/news/281668490.md)