STATEMENT 16/7/20
Due to recent posts online made by Shunos (ShunosFOX) and cdfq152313, our team feels it necessary to share what we can from our side of the story.
The following statement relates to an ongoing police investigation into two shareholders of Orange Juice Dog Taipei, as such, we are limited in our ability to disclose all details until this has been resolved.
The instigation of this police investigation is not out of any ill will towards these individuals, but out of our duty to protect us, our employees, and report crime.
These individuals have engaged in actions to spread disinformation for personal gain, as well as discredit our company, shareholders, and employees. In private discussions, one of these individuals attempted to coerce the company to illegally issue false statements, and made multiple threats of legal action against the company and individuals working for us.
We ask that you consider all of the information and come to your own conclusion.
Background
Shunos was one of the supporters of the original 2017 Nekojishi crowdfunding campaign. He offered to help fund 10 additional CG’s to be added to the game, which resulted in the extra CG’s included in the Expansion Pack DLC for Nekojishi. As a gesture of gratitude, Pache (the series creator and writer, and major shareholder of Orange Juice Dog Taipei) gave him a symbolic 1% share in Orange Juice Dog Taipei for his dedicated support.
Shunos had originally signed an agreement to 1% shares in the company, however this agreement was not filed to the government due to multiple reasons. Under Taiwan company law, share ownership transfers are legally recognized once an ownership transfer agreement is signed, even if the registration has not been updated with the Taiwan Ministry of Economic Affairs.
Yearly since this agreement, Orange Juice Dog Taipei has included Shunos as a shareholder in the voluntary shareholder filing available to all companies. By law in Taiwan, they are a legal shareholder of the company even if the public information does not reflect this.
In early March 2020, Shunos made several allegations against Pache, including that the share promised by him was not guaranteed. When these allegations were brought to us, we discussed the issue with him over email.
In this statement “company” refers to Orange Juice Dog Taipei.
Email Correspondence Timeline. (Times in UTC -5)
Mar 8 13:28 - We express our concerns to Shunos regarding his post about his share and how we allegedly broke our promise.
Mar 9 02:05 - After Shunos refused to talk over the details, we sent over a full apology for the miscommunication and explained the situation in English. (As this was the language he contacted us in). In this email we attached our annual filing records for the company as proof of his share being correctly reported.
Mar 9 11:39 - Shunos replied in Chinese, claiming that he didn’t know that he was a current shareholder. He claimed that he did send documents to Pache, but was later told by Pache that those documents were invalid.
Mar 12 08:46 - Within several emails between the two parties, the representative presented Shunos with corresponding proof of their share transfer agreement on record and that his share has been reported yearly in good faith.
The company’s representative further explained as to why the shareholder information is not available publicly. Due to various reasons, the share transfer was not filed to the authority, but Taiwan company law does not require this filing to take place for the share to be valid. The company is responsible for reporting the actual shareholder information every year and proof of this had been provided to Shunos. Although the company was not responsible for the filing of the transfer, the representative apologised to Shunos for the possible misunderstanding.
[For background; in the past it was never clearly discussed why this document was not filed. We believed it was Shunos’ time constraints, while Shunos believed it to be Pache’s problem. At the time we agreed that it was not a key dispute as a share transfer is not the responsibility of the company. As the document was signed, the company had been legally reporting Shunos’ share every year since early 2019.]
Mar 14 22:40 - After receiving explanation and proof from the company’s perspective Shunos claimed that the company’s representative has no right to represent the company without a stamped letter of attorney, Shunos also alleged that he was going to take legal action. (On what appeared to be baseless terms.) and that he will not acknowledge any of the previous communication to be true. Shunos still insists that he is not a shareholder of the company.
Mar 15 06:54 - Confused by his reaction, despite our explanation and proof of his share, our representative told Shunos that if he didn’t want his share, he can sign a document to transfer the corresponding share to Pache, the individual he received the share from. As the registration was not filed, signing and returning this document would be all that he needs to do in the legal process.
Mar 15 08:58 - Shunos replied asking our company to issue a document confirming that he was never a shareholder of the company or he would take legal action against us.
Mar 15 09:51 - Very confused at his response, our representative told Shunos that it is his own free will to transfer his share to other people, but the company cannot issue a false statement.
Mar 15 10:35 - Shunos insisted that we must issue a document stating that the share transfer document and board resolution he signed is invalid. The company itself cannot issue such a document as we have no right to void any share transfer or board resolution that occurred as that is an issue among shareholders. In the same email Shunos also threatened to take legal action against Pache and the company, in addition to auditing the company’s account unless we issued the false document he was demanding.
[We wish to emphasise that the company offered Shunos a very simple solution of transferring his shares, which was also the only legal way to accomplish his goal if he really did want to leave any involvement with the company. The requests brought up by Shunos would be illegal as discussed later in this statement.]
Mar 15 10:52 - The representative told Shunos that their demand is neither reasonable nor legal. The company is willing to help him on any dispute, but this help cannot be based on a condition that the company must lie on his behalf.
The representative further told Shunos that he has the right to request an audit of the company’s account, and that he also has the right to sue Pache if he has a good reason, but those things are not the company’s business.
Mar 15 11:20 - Shunos told the representative that he will not continue the communication unless they show a letter of attorney. Shunos further stated that he will take legal action and asked the representative for the contacts of the company’s accountant. The representative gave him the relevant email addresses to contact these individuals.
[This was the end of our email correspondence]
It should be noted that as of today the accountant has yet to receive any further communication from Shunos and this was the end of any communication between Shunos and the company.
We had no direct contact with cdfq152313 regarding this matter except adding them to the CC list of the email thread following Shunos’ request. At this time, we do not know the intention of cdfq152313 and do not know why he co-signed the statement posted by Shunos. However, we do know that cdfq152313 has been investigated by police because his name was included in that statement.
Why the share transfer agreement wasn’t filed.
As far as we are aware, the first filing was rejected because of an error on the form and the second filing was delayed because of the Spring Festival. It is unclear why the second filing was not completed as accounts of the situation from Shunos and Pache differ. Ultimately, it is the responsibility of the shareholders to resolve any issues related to shares. The company does not have the authority to intervene in shareholder disputes as the company's responsibility to shareholders is limited to reporting information based on legal documents in the company's possession. We also want to emphasise that Shunos is ultimately responsible for the filing of their share by the transfer agreement the company honours. [*1] As far as we know, the transferor, Pache, had done their diligence in assisting Shunos on filing this document, and one of the company’s employees had made trips to the relevant department to enquire on their behalf multiple times.
Our Intentions
We want to emphasise the fact that we have had no dispute with either Shunos or cdfq152313 until this was brought up, and that our business with them had ended in early 2018. We have also never heard of any current or former employees that have had any personal issue with them. As such, their actions have taken us completely by surprise and we currently speculate that they were driven by an outside individual.
Before the email discussions above occurred, cdfq152313 approached us on Twitter claiming that we owe him money, then heckled us in response while we were trying to address his concerns. Cdfq152313 was under a contract for $100,000 NTD, of which $30,000 NTD remained unpaid. This was because cdfq152313 agreed to take a 2% share of the company in late 2017. The company has no proof of this agreement as it was conducted in good faith with no written agreement in place. However, the company still chose to pay him $30,000 NTD in full when he brought this up rather than dispute with him.
While we don’t have written proof of this agreement, we state that this is why cdfq152313 has a 2% share in Orange Juice Dog Taipei, the original production company of Nekojishi. We honestly believed up until March 2020 that we had nothing outstanding with cdfq152313 and were on good terms with him, the company even sending him gifts in the summer of 2019.
As Shunos continued to heckle our social media accounts with accusations and a co-signed statement with cdfq152313, we believed it was the best decision to block Shunos at the time. This was not done out of malice or to silence them, but to protect them from incriminating themselves further.
These individuals proceeded to escalate their actions as it became clear we would not let them coerce us into lying to prove their false statements are correct. This includes posting signed statements with false facts which have negatively impacted the mental and physical health of some of our employees, contractors, and business partners. At this time, we began to seek legal counsel and reported these actions to the police to protect ourselves and seek resolution. We began to seek legal counsel on March 20 and the case was filed in April.
Additionally, after Shunos ceased email communication with us, a letter of demand was also delivered to the company and Pache’s residential address on behalf of Shunos, requesting us to publish the previously mentioned false and illegal statement about their shares within a week. It should be noted that these individuals posted their co-signed statement online prior to the deadline mentioned in their letter. This letter has been submitted to the police.
Furthermore, in the co-signed statement by these individuals, they stated that “Orange Juice Dog Taipei is welcome to use legal methods to prove we are shareholders of the company if they have any objection to our words.” We have submitted related documents to the police in accordance to their will.
Ownership and control of company shares is the responsibility of the shareholders, and the company itself does not have bearing on the ownership, transfer, or sale of the shares by its shareholders. If these individuals wish to no longer be shareholders, they are welcome to transfer the shares legally as advised to them by the company; however, this is the responsibility of the shareholders themselves.
From a legal perspective, if we issued a statement saying they had no shares as per their demands, they could present the signed transfer agreement as proof of their shares and charge the company for fraud.
We want to emphasise that Studio Klondike is an independent group from Orange Juice Dog Taipei and our work is still proceeding in an organised manner. However, that is not denying that actions by these individuals have had an effect on our work.
Several members of our team have suffered damage to their physical and mental health due to recent events, causing a significant delay in our project, Astatos. We continue to make progress, but also request understanding during this difficult time as we seek a lawful resolution for those who have been hurt by this situation. We also wish to apologise to anyone who has been impacted by the discussion surrounding this, from all of us working hard on our projects at Studio Klondike, we wish to make games that we and our community are proud of.
- Studio Klondike [on behalf of Orange Juice Dog Taipei]
Footnote
[*1] Shunos’ share transfer agreement stated the following meaning that he was ultimately responsible for completing the filing of the document. (Translated)
"After the transferee pays the consideration of the corresponding stocks, the transferee shall handle the registration change regarding shareholder, shares, and constitution. The transferor shall offer necessary assistance. If there’s any fee involved, the transferor shall bear the fee."