Su Ning buys the red child to appear the variable

One of the founders of the Red Child, Wang Yu, the wife of the Red Child's founder, Li Yang, has Xu Xianxin the wife of the Red Child's CEO, Sheng, and one of the founders of Red children to court, saying that, without their knowledge, the red child's stake was transferred to Yang in June 2009.

The topic of popular Vie (agreement control) has again become the focus of this year's National Council proposal. Jindong, the chairman of Suning, believes that this model should be regulated.

Coincidentally, it is because the VIE model controversy, under the Red Child founder equity dispute, Su Ning's acquisition of red children or will be aborted. Recently, Wang Yu, the founder of one of the red children's husband Li Yang has the red child of the other two founder Sheng (Red Child CEO Xu Xianxin wife), Yang court.

It is reported that the case was held in 21 last week trial. Li Yang to the "First financial daily" reporter said, Wang Yu in ignorance of the situation, the holding of red children with the Internet technology stake was the red Child another two founder privately transfer. He believes that the relevant transfer of shares agreement is forged, after the red children were bought by Suning, Wang Yu in the Trade and Industry Bureau to check when the incident was found.

In fact, the key point of the dispute is whether the red child's interconnection is under the red Child's VIE structure. Yunting, a partner of Shanghai Big Bang law firm, told our correspondent that it is particularly important for the case that the red children involved in the equity change are connected to the VIE architecture. If it is a VIE structure, Wang Yu previously held shares belong to the holding, and Wang Yu after leaving, the subrogation can be lifted.

Reporters yesterday to call red children, as of the press has not received any response, Xu Xianxin also did not reply to the reporter's message.

The change of the red children

A list of red-child shareholder changes from authoritative sources has found that red children's companies have undergone several shareholder changes over the past 8 years. Among them, the Red Child Information Technology Co., Ltd. was established in April 18, 2005, the legal representative for the Guo, registered capital of 1.096 million yuan, shareholders, including Jianmin, Yang, Guo, Zi Yunhua, Sheng, respectively, holding 39.01%, 39.01%, 17.34%, 4.11%, 0.55% equity.

On September 1, 2006, the company took a stock change, after the change, Jianmin and Yang are holding 28.88%, and listed as the largest natural shareholders, and Sheng, Guo are holding 19.25%, Zi Yunhua shareholding 3.75%. Sheng's stake has risen from fifth to third place. At the same time, the registered capital increased from 1.096 million to 2 million yuan.

August 31, 2007, the Red Child team and registered another company, named Red Child line of Sight Advertising Co., Ltd., legal representative for Sheng husband Xu Xianxin, registered capital of 2.01 million, the company for the Red Child Information Technology Co., Ltd., a wholly owned subsidiary.

November 28, 2007, Red Children's team registered a third company, named Red Children Interconnection Technology Co., Ltd., legal representative and Red Child line of Sight Advertising Co., Ltd., are Xu Xianxin, registered capital of 5 million. Among them, Sheng shareholding 34%, Yang shareholding 33%, Wang Yu shareholding 33%.

April 3, 2008, the Red Child Interconnection Technology Co., Ltd. occurred equity changes, Sheng and Yang, Wang Yu Two people's share gap narrowed slightly, the three sides held 33.6%, 33.2%, 33.2%.

July 21, 2009, Sheng and Yang respectively hold 50% of the shares of Red Children Interconnection Technology Co., Ltd.

August 12, 2009, red children will be red child line of Sight Advertising Co., Ltd. set as red Children Interconnection Technology Co., Ltd. 's wholly owned subsidiary. At the same time, Red children appointed Xu Xianxin as executive director and Yang as general manager. December 28, 2010, Red Child line of Sight Advertising Co., Ltd. registered capital increased from 2.01 million to 5.01 million yuan.

Li Yang said that in July 2009, the Red Child Interconnection Technology Co., Ltd., a share change did not pass Wang Yu agreed. In September 2012, when Su Ning announced 66 million dollars to buy red children, Wang Yu as one of the shareholders did not tell.

Vie as the core of controversy

Suning Electric September 24, 2012 to the Red Children's acquisition of the announcement, the acquisition of Red Children's trade is marked, Tianjin Red Children Trading Co., Ltd., Tianjin Hongyuan Logistics Co., Ltd., Beijing Red Children's Sight Advertising Co., Ltd., Beijing Red Child Information Technology Co., Ltd., Beijing Red Children Interconnection Technology Co., Ltd.

Notice in particular, Tianjin Red Child Trading Co., Ltd. for the Red Child main operating entity, the transaction Su Ning will acquire its related assets, but not the acquisition of its equity; Tianjin Hongyuan Logistics Co., Ltd., Beijing Red Child line of Sight Advertising Co., Ltd., Beijing Red Child Information Technology Co., Ltd. for business-related supporting companies This transaction buys the related assets, but does not acquire the equity, while the Beijing Red Children Interconnection Technology Co., Ltd. is also a subsidiary company, but the transaction will first acquire the Xu Xianxin and its company's control of the shares and related assets.

In other words, the company involved in the acquisition of shares only Red children Interconnection Technology Co. If the Red Child Interconnection Technology Co., Ltd. for an internal-funded company, Wang Yu in its company held a stake in the purchase of Suning, but he did not know, this is not in accordance with the regulations.

And in accordance with Su Ning's basic structure of the transaction, Suning will first set up a Vie shell company in Nanjing, and then the Red Children Interconnection Technology Co., Ltd. loaded into the shell, and then through the Red Child Interconnection Technology Co., Ltd. to acquire the assets of other subsidiaries of red children.

At present, Red Children's official website under the "copyright" has pointed to Beijing Red Children Interconnection Technology Co. Yunting that if the Red Children Interconnection Technology Co., Ltd. is not under the VIE structure, but belongs to the entity companies, it can only be explained that investors ' rights and interests are impaired.

Li Yang believes that the Red Children Interconnection Technology Co., Ltd. was not a vie company, but a domestic company, and the defendant in the sale of red children to suning, only cleverly to set it as a vie company.

Insiders said that, under normal circumstances, if the establishment of a VIE company, investors will find the first registered company under the Vie control of the operating company, there is no need to find another company, and then the original investment of the company into the latter.

A person familiar with the matter told the reporter, although Suning said the future will be red children and suning supply chain integration, but at present Suning has not sent a senior red child, the red Children's investment money has not been paid. In other words, Su Ning and the red Child's equity trading has not been completely completed.

Yunting lawyer said that once the plaintiff won the lawsuit, and there is evidence that Su Ning is aware of the red Child's equity dispute, Su Ning's acquisition of Red Children's subsequent transactions will be invalid. Suning officials declined to comment on the incident. (Zhao Nan)