Tianhai Defense Sues Jin Hai Shipping Former Shareholders Over Equity Acquisition Residual Matters

On the evening of March 22, Tianhai Defense (300008) announced that it filed a lawsuit against its wholly owned subsidiary Jiangsu Jinhaiyun Technology Co., Ltd. (hereinafter referred to as “Jinhaiyun”) regarding the refund of related procurement contracts. The lawsuit was initiated by the company’s original shareholder, Li Lu, claiming damages of approximately 15 million yuan plus corresponding interest. The case has been accepted by the court and is currently pending trial.

This lawsuit stems from unresolved issues related to Tianhai Defense’s 2015 equity acquisition of Jinhaiyun: In June 2015, the company signed an acquisition and profit commitment agreement with Li Lu, purchasing 100% of Jinhaiyun’s equity for 1.355 billion yuan. Li Lu promised that Jinhaiyun’s net profit from 2015 to 2017 would not be less than 287 million yuan, and agreed that any losses caused by violations related to the target assets before the equity transfer would be fully borne by Li Lu. Jinhaiyun completed the equity transfer in April 2016. From 2015 to 2019, Jinhaiyun fulfilled seven equipment procurement contracts, with pricing based on the quotes submitted by Li Lu’s team that year.

On June 26, 2024, the relevant valuation agency established a price review team to re-examine the prices of the above equipment procurement projects, ultimately requiring Jinhaiyun to refund 27.9744 million yuan. As of the date of this lawsuit, Tianhai Defense has already refunded 15 million yuan through Jinhaiyun to the relevant authorities. Tianhai Defense believes that this refund loss was caused by illegal, irregular, and breach-of-contract behaviors by Li Lu and his management team during project quoting before the equity transfer. According to the previously signed acquisition agreement, Li Lu should be responsible for compensating for this loss.

Regarding the impact of this lawsuit on the company, Tianhai Defense stated that as of the disclosure date, the case has not yet gone to trial, and the potential impact on the company’s current or future profits remains uncertain. The company also emphasized that its operations are normal and that this lawsuit will not significantly affect daily management.

Public information shows that Tianhai Defense mainly engages in ships, marine engineering equipment, defense equipment, and related businesses. It is an important enterprise in China’s shipbuilding and marine engineering sectors, focusing on emerging fields such as green ships and offshore wind power. Currently, it has orders worth 14 billion yuan, with production scheduled through 2028. Jinhaiyun, as a wholly owned subsidiary of Tianhai Defense, was formerly Taizhou Jinhaiyun Marine Equipment Co., Ltd., specializing in ship equipment manufacturing. It is an important part of Tianhai Defense’s defense equipment business and is currently operating normally.

Previously, Tianhai Defense issued an annual performance forecast, expecting net profit of 210 million to 300 million yuan in 2025, representing a year-on-year increase of 51.57% to 116.53%. The company stated that in 2025, the shipbuilding industry will remain highly active, with continuous growth in the number of bulk carriers, multipurpose ships, and other vessels built and delivered. Marine engineering ships also continued to receive orders and be delivered. In 2025, the company’s shipbuilding revenue and gross profit margin are expected to rise simultaneously. Additionally, cost reduction and efficiency improvements have begun to show results. Through digital and information management upgrades, organizational restructuring, strengthened budget control, and improved capital utilization, the company is promoting lean management, deepening cost reduction and efficiency enhancement efforts, and improving overall operational performance.

Industry analysts generally believe that 2026–2027 will be the peak period for performance realization in the shipbuilding industry, with industry prosperity expected to continue at least until 2028–2029. Leading companies with core technologies, sufficient order backlogs, and full industry chain layouts will continue to benefit from increased industry concentration and the dividends of green transformation.