东睦股份收购案遭问询：远致星火保留1%股权与特殊权利成焦点

Core Viewpoint - The strategic rights adjustment of the investor Yuan Zhi Xing Huo in the acquisition of minority equity in Shanghai Fu Chi has become a focus of regulatory inquiry, particularly regarding the special rights originally agreed upon during the investment process [1][2]. Group 1: Transaction Details - Yuan Zhi Xing Huo invested in Shanghai Fu Chi through a capital increase in November 2023, originally entitled to special rights including a buyback option [1]. - A supplementary agreement was reached in August 2025, terminating the special rights associated with the proposed sale of 14% equity in Shanghai Fu Chi [1]. - After the transaction, Yuan Zhi Xing Huo retains 1% equity in the target company and holds certain special rights excluding the buyback option, such as the rights to nominate directors and supervisors [1]. Group 2: Governance and Control - The board of directors of Shanghai Fu Chi consists of five members, with the listed company holding three seats and Yuan Zhi Xing Huo nominating one seat, lacking a veto power [1]. - The board can still function effectively even if Yuan Zhi Xing Huo's director does not attend, as decisions can be made with a majority of directors present [1]. - At the shareholders' meeting level, Yuan Zhi Xing Huo's veto power is limited to significant matters affecting its own rights, not involving business operations or strategic decisions [1]. Group 3: Strategic Alignment and Risk Mitigation - Post-transaction, Yuan Zhi Xing Huo holds a 3.49% stake in Dongmu Co., creating a deep alignment of interests and focusing on synergistic development in powder metallurgy and other business sectors [2]. - Shanghai Fu Chi has established a robust corporate governance structure to prevent conflicts of interest and governance deadlocks [2]. - A provision is in place that if Yuan Zhi Xing Huo reduces its stake in the listed company by more than 80%, its special rights in the target company will automatically become invalid, ensuring multiple safeguards for the listed company's interests [2].