治理程序“失效”的背后：沃森生物的治理之困与成长之痛

Core Viewpoint - Watson Bio, once valued at over 100 billion, is struggling under dual pressures of governance disorder and declining performance, highlighted by regulatory actions for failing to follow proper salary review procedures for executives in 2023 and 2024 [1][7]. Group 1: Governance Structure and Oversight Deficiencies - The company has repeatedly failed to adhere to basic corporate governance principles, specifically regarding the approval of executive salaries, as mandated by the Corporate Governance Guidelines [2][8]. - This oversight reflects a lack of internal governance structure and effective supervisory mechanisms, potentially due to management's disregard for rules or ineffective internal checks and balances [2][8]. - Regulatory bodies have noted multiple violations of listing rules, and the company has a history of governance issues since its IPO in 2010, including flaws in decision-making processes [2][8]. Group 2: Performance Decline and Internal Control Issues - Watson Bio's financial performance has deteriorated significantly, with a reported 31.41% year-on-year decline in revenue and a 66.1% drop in net profit for 2024 [3][9]. - Contributing factors to this decline include intensified domestic market competition, significant price reductions for its core product, the bivalent HPV vaccine, and decreased willingness for self-paid vaccinations [3][9]. - For the first three quarters of 2025, the company reported revenues of 1.719 billion, a 19.73% decrease year-on-year, and a net profit of 163 million, down 36.24% [10]. Group 3: Founder Cashing Out and Governance Conflicts - Amidst internal control and performance pressures, the founder, Li Yunchun, has been consistently cashing out since 2016, totaling approximately 4 billion [4][11]. - Li Yunchun's direct shareholding has plummeted to 1.7%, with other founders also seeing significant reductions in their holdings, leading to a lack of effective governance due to a dispersed ownership structure [5][11]. - Since 2011, Watson Bio executives have engaged in 97 stock transactions, with 78 being sell-offs, totaling 124 million shares, raising concerns about governance and investor trust [12].