Core Viewpoint - The company Reliable Co., Ltd. is facing governance issues related to compliance with related party transactions, highlighted by a warning letter from the Zhejiang Securities Regulatory Bureau [1][2]. Governance Issues - The second largest shareholder, Director Bao Jia, has consistently voted against various proposals, citing ongoing violations of related party transactions and calling for regulatory intervention [2][3]. - Bao Jia's dissent has escalated to broader governance disputes involving operational decisions, executive appointments, and profit distribution [3][4]. - Despite Bao Jia's objections, the board's decisions have not been significantly affected, maintaining a stable governance structure with a majority of non-independent directors [4]. Shareholder Structure Changes - Recent governance conflicts are closely tied to significant changes in the company's shareholding structure, particularly following the divorce between the actual controller Jin Liwei and Bao Jia [5][6]. - Following the divorce, Jin Liwei's direct shareholding dropped to 30.13%, while Bao Jia acquired a direct stake of 29.13%, leading to a near-equal distribution of shares [7]. - Despite the share distribution, Bao Jia voluntarily relinquished voting rights for 4% of her shares, allowing Jin Liwei to retain control over the company [7]. Financial Performance - For the first half of 2025, the company reported revenue of 549 million yuan, a year-on-year increase of 5.39%, and a net profit attributable to shareholders of 28 million yuan, up 21.81% [11]. - The company's product revenue breakdown shows that adult incontinence products account for 51.72% of total revenue, while baby care products contribute 38.57% [11]. - The company operates with a production model where OEM (Original Equipment Manufacturer) business constitutes 53% of revenue, and self-owned brand business accounts for 45% [11]. ESG Rating - Reliable Co., Ltd. currently holds a BB ESG rating, placing it in the bottom 30% of its industry, primarily due to transparency issues and escalating governance conflicts [9]. - The company has faced criticism for its environmental management practices, despite having ISO 14001 certification, and has received warnings for improper disclosure of related party transactions [9].
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