Core Viewpoint - The company faces a significant risk of losing control over its subsidiary Zinitix due to alleged misconduct by current board members, which could lead to substantial financial impacts in 2025 [1][3]. Group 1: Causes of Control Loss - The control loss incident is fundamentally an internal governance crisis following a cross-border acquisition, with allegations against three board members for misconduct [2]. - The current board members are obstructing the convening of an extraordinary shareholders' meeting to elect new directors, citing legal loopholes to delay the process [2]. Group 2: Financial Impact - Zinitix's revenue contribution is projected to rise from 15.57% in 2024 to 27.06% in Q1 2025, making it a core growth driver for the company [3]. - Losing control over Zinitix would result in a revenue gap of nearly 30%, exacerbating the company's existing losses, which are estimated at 291 million yuan for 2024 and 27.26 million yuan for Q1 2025 [3]. Group 3: Governance Deficiencies - The incident highlights the failure of the company's localization strategy, which relied on financial reporting and audit supervision without establishing a robust governance structure [4]. - The geopolitical context of technology sovereignty is also a concern, as South Korea has expanded its protection of core technologies, complicating the company's operations [4]. Group 4: Response Strategies - The company has initiated civil and criminal lawsuits in the U.S. and South Korea against the involved board members and is seeking to reconvene the shareholders' meeting [5]. - Mobilizing support from minority shareholders is crucial, as the U.S. subsidiary holds 35.31% of shares, and combined with minority shareholders, it approaches 50% of voting rights [5]. Group 5: Market Reaction - Following the announcement, the company's stock price dropped over 7%, resulting in a market value loss of more than 400 million yuan, reflecting investor concerns about revenue disruption, goodwill impairment, and management capabilities [6]. - The previous valuation premium based on acquisition growth has diminished, necessitating progress in core business areas like automotive-grade chips and AI power chips to rebuild market confidence [6]. Group 6: Lessons Learned - The crisis underscores the vulnerabilities in cross-border acquisitions, particularly regarding technology sovereignty sensitivity and weak legal safeguards [8]. - Companies must establish a comprehensive framework for technology compliance, governance structures with strong constraints, and localized crisis management capabilities to avoid performance pitfalls during expansion [8].
希荻微韩国子公司收购不到一年存失控风险 董事反目触发技术主权博弈与商誉危局