帝欧家居，物是人非

Core Viewpoint - The recent board reshuffle at Diou Home (002798.SZ) marks a significant shift in control, with new chairman Zhu Jiang taking over through a strategic agreement despite holding only 6% of shares, indicating a calculated approach to corporate governance and control [3][11][15]. Group 1: Board Restructuring - Diou Home has undergone a routine board renewal process, resulting in a complete overhaul of its board members, with Zhu Jiang emerging as the new chairman [5][8]. - The new board structure includes Zhu Jiang as chairman, with former chairman Liu Jin now serving as vice chairman alongside two other vice chairmen, indicating a unique governance setup [8][10]. - The previous supervisory board has been replaced by an audit committee, reflecting changes in corporate governance practices [6][7]. Group 2: Control Mechanism - Zhu Jiang and his associates signed a "consensus action agreement," allowing them to collectively control 26.46% of the voting rights, despite Zhu Jiang's nominal shareholding being only 6.45% [11][13]. - The strategy employed by Zhu Jiang involves a "protocol control" approach, utilizing convertible bonds to establish a potential shareholding base before consolidating control through agreements with existing shareholders [13][15]. - The decision-making power is skewed in favor of Zhu Jiang, as the agreement stipulates that in case of disagreements, his opinion prevails, effectively granting him significant influence over corporate decisions [15][16]. Group 3: Financial Context - Diou Home is facing financial challenges, with a high debt ratio exceeding 70% and significant losses projected for the upcoming fiscal period [17][19]. - The company has a convertible bond of 1.5 billion due in 2027, with only 10.11% converted to equity as of July 2025, indicating potential liquidity issues [17][19]. - Zhu Jiang's entry is seen as a means to leverage his financial capabilities to address Diou Home's debt issues, with a focus on debt restructuring and potential asset injections [19].