Core Viewpoint - The company is facing governance issues, particularly regarding related party transactions, which have led to regulatory scrutiny and internal dissent among board members [3][6][17]. Governance Issues - The company received a warning letter from the Zhejiang Securities Regulatory Bureau for failing to comply with the review and disclosure obligations related to a related party transaction with Guangxi Hanggang [3]. - The dissent was highlighted during a board meeting where the second-largest shareholder, Director Bao Jia, voted against the annual report and related party transaction proposals, citing ongoing violations and the need for regulatory intervention [3][6]. - Bao Jia has consistently opposed various board proposals, raising concerns about governance practices, executive qualifications, and the accuracy of financial disclosures [9][11]. Shareholder Dynamics - The governance conflict is exacerbated by a significant change in the company's shareholding structure following a divorce settlement between the actual controller Jin Liwei and Bao Jia, leading to a near-equal distribution of shares [14][15]. - Despite the share redistribution, Bao Jia voluntarily waived voting rights for 4% of her shares, allowing Jin Liwei to maintain control over the company [15]. Financial Performance - For the first half of 2025, the company reported revenue of 549 million, a year-on-year increase of 5.39%, and a net profit of 28 million, reflecting a 21.81% growth [21]. - The gross margins for major product categories have shown slight improvements [21]. ESG Rating - The company currently holds a BB rating in ESG, placing it in the bottom 30% of its industry, primarily due to governance conflicts and lack of transparency in ESG disclosures [17][19]. - The company has faced criticism for its environmental management practices, despite having ISO14001 certification, and has received warnings for improper use of IPO funds [19][21]. Market Position - The company operates in the adult incontinence products, baby care products, and pet hygiene products sectors, maintaining a leading market share in adult incontinence [22]. - As of 2024, adult incontinence products accounted for 51.72% of revenue, while baby care products made up 38.57% [22].
ESG解读|可靠股份未披露关联交易收到监管警示函,大股东离婚加剧公司治理分歧