佳宝与维尔康的“内斗”背后藏着多少公司法“雷区”

Core Viewpoint - The ongoing power struggle between Shandong Jiabao Group and Jinan Weierkang Industrial Group has drawn significant attention, highlighting the complexities of corporate governance and the competitive dynamics between the two companies [1] Group 1: Company Overview - Jiabao Group is a leading player in the dairy industry in China, with a revenue exceeding 8 billion yuan in 2023, and operates three large-scale modern dairy farms with a total of 50,000 dairy cows [2] - Weierkang Group, recognized as a national backbone cold chain logistics base, reported a revenue of 12 billion yuan in 2023 and has a daily processing capacity of over 8,000 tons of fresh products [2][9] Group 2: Shareholding Structure - Jiabao Group holds 100% of Weierkang Group, but the shareholding structure is complex, with various stakeholders including labor unions holding significant stakes, such as the Weierkang Group labor union with 12.33% [4] - The intricate shareholding structure creates potential conflicts in decision-making and interest representation, complicating the governance of both companies [4] Group 3: Legal and Governance Issues - A recent shareholders' meeting of Jiabao Group led to decisions that intensified the conflict, including the appointment of Jiabao's chairman as Weierkang's chairman, which was contested by Weierkang's labor union due to alleged procedural flaws [5][6] - The ongoing litigation has resulted in frozen shares, halting the auditing and dividend distribution processes for 2024, which negatively impacts shareholder interests [7][8] Group 4: Business Impact - The internal conflict has led to business stagnation for Weierkang, with management instability causing significant operational disruptions and eroding market confidence [7][8] - The dispute has escalated from procedural disagreements to direct confrontations over control and daily operations, with both companies leveraging their respective strengths in the dairy and cold chain sectors [9]