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科兴控股董事长李嘉强回应自己被罢免:所谓新董事会不合法
经济观察报· 2025-07-09 13:04
Core Viewpoint - The article discusses a control battle at SVA Holdings (科兴控股), highlighting the legal disputes surrounding the legitimacy of the new board proposed by the Sequoia Fund and the ongoing litigation regarding the validity of shares held by Weiwang Capital and Shangcheng Capital [1][5][6]. Group 1: Company Background - SVA Holdings is the parent company of Beijing Kexing Biological Products, a major supplier of COVID-19 vaccines, with revenues exceeding 130 billion yuan and net profits over 96 billion yuan from 2021 to 2022 [3]. - The special shareholder meeting on July 9 was held in Antigua and Barbuda, where the company is registered, to vote on two proposals: the dismissal of the current board and the election of ten new board members [3][4]. Group 2: Control Battle - The current board, led by Chairman Li Jiaqiang, faces opposition from the founding chairman Yin Weidong's camp, which includes the Sequoia Fund, a private equity firm focused on high-tech investments in China and India [3][5]. - Following the announcement of court rulings, Li Jiaqiang decided to suspend the meeting, but board member Lu Yulin later restarted it [4][5]. Group 3: Legal Proceedings - The Sequoia Fund claimed that the proposals were approved during the meeting, suggesting that Li Jiaqiang's faction would lose control of SVA Holdings [5]. - Li Jiaqiang's camp contended that the meeting was suspended based on a court ruling that prohibited Weiwang Capital and Shangcheng Capital from exercising their voting rights at the meeting [6][8]. - Weiwang Capital and Shangcheng Capital, part of Yin Weidong's camp, claimed they had received court approval to temporarily lift the ban, allowing them to participate in the meeting [7]. Group 4: Future Plans - Li Jiaqiang's faction plans to continue governing the company, execute a special cash dividend of $55 per share, and explore listing on the Hong Kong Stock Exchange to enhance liquidity and shareholder returns [8].
科兴控股董事长李嘉强回应自己被罢免:所谓新董事会不合法
Jing Ji Guan Cha Wang· 2025-07-09 13:03
Core Viewpoint - The control battle over Sinovac Biotech (NASDAQ: SVA) has intensified, with a special shareholders' meeting held in Antigua and Barbuda to vote on the removal of the current board led by Chairman Li Jiaqi and the election of a new board proposed by the Yin Weidong camp, backed by the private equity firm Sequoia Capital [2][3]. Group 1: Company Background - Sinovac Biotech is the parent company of Beijing Sinovac Biotech, which is a major supplier of COVID-19 vaccines. From 2021 to 2022, Sinovac Biotech generated over 130 billion yuan in revenue and over 96 billion yuan in net profit [3]. Group 2: Shareholder Meeting Details - The special shareholders' meeting on July 9 was primarily to vote on two proposals: the dismissal of the current board and the election of ten new board members [3]. - The meeting was held in the capital of Antigua and Barbuda, where Sinovac Biotech is registered [3]. Group 3: Control Battle Dynamics - Li Jiaqi, who has been the actual largest shareholder since 2013, faces opposition from the original founder and former chairman, Yin Weidong, whose camp includes Sequoia Capital [3]. - Following the announcement of two court rulings from Antigua, Li Jiaqi decided to suspend the meeting, but board member Lu Yulin later reconvened it [4]. Group 4: Legal Proceedings and Claims - Sequoia Capital claimed that the proposals for the new board were approved during the meeting, indicating that Li Jiaqi's faction would lose control of Sinovac Biotech [3]. - Li Jiaqi's camp contended that the meeting was not valid due to ongoing litigation regarding the validity of shares held by Weiwu Capital and Shangcheng Capital, which are also part of Yin Weidong's faction [4][5]. Group 5: Future Plans and Governance - Li Jiaqi's faction asserted that they would continue to govern the company and execute a previously announced special cash dividend of $55 per share, with the distribution process already initiated [6]. - Plans to restore common stock trading on NASDAQ and explore a listing on the Hong Kong Stock Exchange to enhance liquidity and shareholder returns were also mentioned [6].
ST金泰董事会争夺战落幕,创始人派系获胜但危机未解
Di Yi Cai Jing· 2025-07-07 13:24
Core Viewpoint - The company is facing a severe governance crisis despite the founder's temporary control over the board following a recent shareholder meeting, which resulted in the election of two non-independent directors from the founder's camp [1][2][6]. Governance and Control - On July 7, 2025, the company held a shareholder meeting where the founder's nominees, Hao Daqing and Wang Ziwei, were elected as non-independent directors with votes representing 160.24% and 139.56% of the total voting rights, respectively [2][6]. - The first major shareholder, Hainan Dahe, had all four of its nominated candidates rejected, indicating a significant shift in board control towards the founder's faction [7]. Financial and Audit Issues - The company received an audit report from Zhongxinghua Accounting Firm stating "unable to express an opinion" for the 2024 financial report, highlighting significant abnormal fund transactions and the inability to assess the commercial substance and true transaction prices of related equity transactions [1][10]. - In 2024, the company transferred a total of 931 million yuan to related trading companies and received back 930 million yuan, raising concerns about potential fund misappropriation [10]. Ongoing Legal Disputes - Hainan Dahe's 14.8% stake in the company is currently under judicial freeze due to ongoing disputes with Huajin Assets, which complicates the governance situation further [1][12]. - The legal conflict dates back to a 2019 equity transfer, with Hainan Dahe's ownership being challenged in court, although a recent ruling dismissed Huajin's claims [12][13].
小股东再“逼宫”欲改组管理层,ST新潮退市迫近控制权争夺升温
Di Yi Cai Jing· 2025-07-02 10:23
Core Viewpoint - The control struggle over ST New潮 is intensifying as the company faces significant delisting risks due to the failure to disclose its 2024 annual report on time [1][3][10]. Group 1: Control Struggle - Minor shareholders have united to demand an extraordinary general meeting to expedite the election of the board and supervisory committee, escalating the control battle over ST New潮 [2][4]. - The shareholders' request for a temporary meeting has received support from Yitai B, which previously spent 11.584 billion yuan to acquire 51% of ST New潮's shares [2][6]. - The board of ST New潮 previously rejected the request for a temporary meeting, citing procedural flaws, but the urgency of the situation has led to renewed efforts from the shareholders [4][5]. Group 2: Delisting Risks - ST New潮 has been suspended since May 6 due to the failure to disclose its 2024 annual report, and if it does not meet the disclosure requirements within the stipulated time, it faces the risk of being delisted [3][10]. - The company has encountered difficulties in preparing the annual report, including issues with its auditing firms, which has contributed to the increasing delisting risk [10][11]. - The urgency of the control struggle is heightened by the looming delisting threat, as the company has not disclosed its annual report and is under regulatory scrutiny [3][10]. Group 3: Financial Performance - ST New潮's main business involves the exploration, development, and sale of oil and gas, with all its assets located in Texas, USA [11]. - The company's net profits from 2021 to September 2024 were 365 million yuan, 3.127 billion yuan, 2.596 billion yuan, and 1.652 billion yuan, indicating a decline in profitability over the years [11].
ST新潮控制权博弈再起:董事会全票否决后,小股东闪电“逼宫”监事会
Mei Ri Jing Ji Xin Wen· 2025-06-30 15:13
Core Viewpoint - The small shareholders of ST New潮 (New潮 Energy) are pushing for a temporary shareholders' meeting after the board rejected their request, highlighting governance issues and potential risks of delisting due to the lack of timely financial disclosures [1][2][3] Group 1: Shareholder Actions - Six shareholders, including Shenzhen Hongyu and Ningbo Guojin, collectively holding over 10% of ST New潮, submitted a request to convene a temporary shareholders' meeting to address governance concerns and the urgency of financial reporting [2][3] - The board of ST New潮 voted unanimously against the request, citing procedural compliance issues, as the proposal lacked specific details and was not submitted in accordance with legal requirements [3][4] Group 2: Control Dynamics - The recent acquisition of a 50.10% stake by Yitai B shares has changed the ownership structure of ST New潮, yet Yitai B has not initiated a request for board or supervisory committee changes, which raises questions about their strategy [5][6] - The small shareholders' request includes a clause that threatens legal action if the supervisory board obstructs the meeting, indicating a heightened level of conflict and urgency in governance matters [6][7] Group 3: Market Context - The situation reflects a broader trend in the capital market where minority shareholders attempt to exert influence over management, often facing resistance from boards citing procedural issues [5][6] - Historical context shows that ST New潮 has experienced multiple control disputes, and the current dynamics suggest that effective control by Yitai B will require establishing dominance in key governance structures [6][7]
独家!迟迟不披露,或涉嫌信披违规
Zhong Guo Ji Jin Bao· 2025-06-22 10:02
登录新浪财经APP 搜索【信披】查看更多考评等级 【导读】独家!迟迟不披露,ST路通(维权)或涉嫌信披违规 中国基金报记者 赵新亮 ST路通内斗公司治理乱象进一步升级! 6月21日,记者从ST路通监事会独家获悉,其已在6月8日审议通过了股东吴世春、顾纪明和尹冠民(以下简称小股东)提交的召开临时股东大会的提案。 然而十多天过去了,ST路通仍未披露相关决议及临时股东大会会议通知。 对此,监事会发布声明称,上述情况已经违规,要求董事会及管理层尽快披露相关公告。 小股东与董事会的斗争早已开始。此前,小股东等向董事会发出提请召开临时股东大会的函,要求罢免多位董事。该议案在6月3日未获董事会审议通过。 有律师表示,根据上市公司监管实践和相关规定,上市公司通常会在董事会/监事会决议通过后的两个工作日内进行公示。这一做法能够确保信息及时披 露,投资者能够据此做出决策。 "ST路通出现监事会决议十多天未发的情况,恐怕涉嫌信息披露违规。"该律师称。 对此,记者联系了ST路通,截至发稿时尚未得到回应。 监事会决议迟迟未披露 在声明中,ST路通监事会披露了会议决议及一直未能对外发布的过程。 声明称,监事会于2025年6月8日召开第五 ...
“公章事件”再现,天猫养车高管内斗升级
Jing Ji Guan Cha Bao· 2025-05-21 03:23
Core Points - A conflict has arisen within the automotive service industry involving Tianmao Yangche, centered around the legitimacy of executive dismissals and authority over company representation [2][5][8] - The dispute highlights the importance of legal representation and authority in corporate governance, particularly regarding the use of company seals and management rights [9] Group 1: Incident Overview - On May 19, a statement was circulated claiming the dismissal of three executives, citing unauthorized positions and management over Tianmao Yangche [2][5] - The following day, a counter-statement was issued, declaring the previous dismissal announcement invalid and alleging illegal actions by the individuals who made the announcement [5][6] Group 2: Company Structure and Governance - The focus of the conflict is not merely about job positions but rather about who has the legal authority to represent Tianmao Yangche and exercise management rights [9] - The governance structure of the company is complex, with overlapping control and ownership, making the delineation of authority unclear [9] - Jiangsu Kangzhong Auto Parts Co., Ltd. is a key operational entity behind the Tianmao Yangche platform, with significant investments from various financial institutions [9][11] Group 3: Key Individuals - Luo Fangye, Huang Jianliang, and Wu Wangyang are identified as directors of Jiangsu Kangzhong Auto Parts Co., Ltd., while Cai Yongzhi serves as the legal representative of Hangzhou Tianmao Chezhang Technology Co., Ltd. [11]
振芯科技股东大会风暴:控制权博弈下的治理危机与未来困局
Xin Lang Zheng Quan· 2025-04-24 10:27
Core Viewpoint - The annual shareholder meeting of Zhenxin Technology (300101.SZ) witnessed intense conflict, with the controlling shareholder, Guoteng Electronics Group, voting against three key proposals, leading to their rejection with over 95% opposition. This event marks a significant escalation in the long-standing power struggle between the controlling shareholder and the board of directors [1]. Group 1: Governance Legitimacy Disputes - Guoteng Electronics Group's chairman, Gao Hong, accused the board of three major failures: unreasonable compensation mechanisms, with the chairman's salary increasing by 10.6% to 1.0326 million yuan despite a 44.91% drop in net profit; lack of oversight on related party transactions, particularly concerning Chengdu Guoheng, which is controlled by a board member; and violations of information disclosure regulations, misleading the market regarding internal conflicts within Guoteng Electronics Group [2]. Group 2: Audit Institution Selection Controversy - The rejected audit institution proposal revealed deeper trust issues, with concerns over procedural compliance as Zhenxin Technology aimed to appoint Sichuan Huaxin as its auditor for five years, violating annual review principles. Additionally, the quality of Sichuan Huaxin's audits was questioned, as the firm had previously received a warning from the Sichuan Securities Regulatory Bureau due to risk assessment deficiencies, and audit fees had increased for three consecutive years without disclosed pricing rationale [3]. Group 3: On-Site Governance Disorder - The shareholder meeting experienced unprecedented chaos, with minority shareholders questioning the agenda's "review without discussion" approach, leading to some being threatened with expulsion for their heated remarks. Although Guoteng Electronics Group holds 29.21% of the shares, Gao Hong canceled his in-person attendance, opting for online voting, further intensifying mutual distrust [4]. Group 4: Seven-Year Struggle History - The governance crisis at Zhenxin Technology dates back to 2016, following the imprisonment of its actual controller, He Yan, evolving into a prolonged battle between controlling shareholders. The first phase involved a power vacuum and legal disputes, with He Yan's absence allowing other shareholders to push for the company's "de-He Yan" strategy. The second phase saw He Yan regain control in 2024, but a split between legal and operational control emerged. The third phase highlighted a breakdown in decision-making mechanisms, with significant financial losses and deteriorating debt ratios [5][6][8].
陷审计分歧年报延期披露,骨科“小巨头”股权争夺战烽烟再起
Sou Hu Cai Jing· 2025-04-24 05:34
Core Points - Kelly Tai (300326.SZ), a leading orthopedic company, announced a delay in the disclosure of its 2024 annual report and 2025 Q1 report due to significant discrepancies in audit opinions, particularly regarding the fair value of equity instrument investments and the completeness of related party disclosures [1] - The company was originally scheduled to release these reports on April 24 and 28, respectively, but must comply with the Shenzhen Stock Exchange regulations, which require annual reports to be disclosed within four months after the end of the fiscal year [1] - If the reports are not disclosed by the April 30 deadline, the company will face inquiries from the exchange and potential penalties from the China Securities Regulatory Commission [1] Shareholding and Control - As of April 20, Shanghai Xinchengyi and Yuan Zheng, the second-largest shareholders, have increased their stake in Kelly Tai to approximately 6.38%, nearing the first-largest shareholder Yongjin Holdings' 6.99% [2] - There has been intense internal conflict over company control between the former management led by Yuan Zheng and the major shareholder Yongjin Holdings [2] - During the 2025 first extraordinary shareholders' meeting held on March 19, a new board was elected, with significant representation from both the second-largest and first-largest shareholders, while the company's founder and chairman Yuan Zheng, along with general manager Wang Zhengmin, were not re-elected [2] Company Overview - Kelly Tai, established in 2005, specializes in the production, research and development, sales, and service of orthopedic implant medical devices, including minimally invasive spinal products and orthopedic trauma implant products [2]