Workflow
振芯科技股东大会风暴:控制权博弈下的治理危机与未来困局

Core Viewpoint - The annual shareholder meeting of Zhenxin Technology (300101.SZ) witnessed intense conflict, with the controlling shareholder, Guoteng Electronics Group, voting against three key proposals, leading to their rejection with over 95% opposition. This event marks a significant escalation in the long-standing power struggle between the controlling shareholder and the board of directors [1]. Group 1: Governance Legitimacy Disputes - Guoteng Electronics Group's chairman, Gao Hong, accused the board of three major failures: unreasonable compensation mechanisms, with the chairman's salary increasing by 10.6% to 1.0326 million yuan despite a 44.91% drop in net profit; lack of oversight on related party transactions, particularly concerning Chengdu Guoheng, which is controlled by a board member; and violations of information disclosure regulations, misleading the market regarding internal conflicts within Guoteng Electronics Group [2]. Group 2: Audit Institution Selection Controversy - The rejected audit institution proposal revealed deeper trust issues, with concerns over procedural compliance as Zhenxin Technology aimed to appoint Sichuan Huaxin as its auditor for five years, violating annual review principles. Additionally, the quality of Sichuan Huaxin's audits was questioned, as the firm had previously received a warning from the Sichuan Securities Regulatory Bureau due to risk assessment deficiencies, and audit fees had increased for three consecutive years without disclosed pricing rationale [3]. Group 3: On-Site Governance Disorder - The shareholder meeting experienced unprecedented chaos, with minority shareholders questioning the agenda's "review without discussion" approach, leading to some being threatened with expulsion for their heated remarks. Although Guoteng Electronics Group holds 29.21% of the shares, Gao Hong canceled his in-person attendance, opting for online voting, further intensifying mutual distrust [4]. Group 4: Seven-Year Struggle History - The governance crisis at Zhenxin Technology dates back to 2016, following the imprisonment of its actual controller, He Yan, evolving into a prolonged battle between controlling shareholders. The first phase involved a power vacuum and legal disputes, with He Yan's absence allowing other shareholders to push for the company's "de-He Yan" strategy. The second phase saw He Yan regain control in 2024, but a split between legal and operational control emerged. The third phase highlighted a breakdown in decision-making mechanisms, with significant financial losses and deteriorating debt ratios [5][6][8].